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 and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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 Certificate Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, 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 Administrator, the Servicers, the Trustee or the Trustee 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. Each of the The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable, shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and to hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the DepositorTrustee, the Securities Administrator or Seller, the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim Certificate Insurer and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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 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 Depositor, the Trustee, the Seller, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out any way related to the failure of or related the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsServicer 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 the Depositor, the Sale AgreementsServicer, the Step 2 Assignment Agreements Trustee, the Seller, the Certificate Insurer and/or a Certificateholder in respect of such claim. The Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof 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 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 reimbursement. (b) The Trustee may, 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 is an 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 Certificates, except 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 Seller pursuant to the extent that any such loss, liability or expense is related to (isecond sentence of Section 4.04(a)(ii) a material breach of the Master Servicer’s representations and warranties in this Purchase Agreement or (ii) except when the Master Servicer’s willful malfeasance, bad faith or negligence or by reason relevant claim relates directly to the failure of its reckless disregard of the 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 Certificate AccountPurchase Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee and the TrusteeTrust, 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 Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee or the Trustee 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 Trust 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. Each of the The Depositor, the Securities Administrator Administrator, Sponsor, each Servicer and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, each Servicer, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, 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 Administrator, the Servicers, the Trustee or the Trustee 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. Each of the The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 Certificate 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 Administrator and the Trustee, and hold them harmless againstMortgage Loans, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Serviced Companion Mortgage Loans and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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 (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; provided that any other proceeds of, 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 Certificate Accountrelated B Note).

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, 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 Administrator, the Servicers, the Trustee or the Trustee 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. Each of the The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable, shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Depositor, Master Servicer shall be indemnified by the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, the Securities Administrator Serviced Companion Loan, any REO Property or the Trustee may sustain as a result 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 '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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costspartner, liabilityrepresentative, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability Affiliate, member, manager, director, officer, employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising 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 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 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, its Primary Servicing Agreement (but only if, and to the 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 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 such Primary Servicer with respect to the Principal Loans or the JHREF Loans, as the 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) The Primary Servicer with respect to the Principal Loans and the Primary Servicer with respect to the JHREF Loans agrees to indemnify the 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 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 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 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 the Depositor, 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 '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; provided that any actions are the result of such lossparty's negligence, 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 Certificate Accountwillful misconduct.

Indemnification; Third Party Claims. The Master Servicer Company agrees to indemnify the Depositor, the Securities Administrator and the Trustee, Purchaser and hold them it harmless against, 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 or the Trustee 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 Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice agreements to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or service the Mortgage Loans which would entitle in strict compliance with the Depositorterms of this Agreement, including, but not limited to, the Securities Administrator loss, damage, or the Trustee, as the case may be, 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 expenses, 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 Certificate Accountsurvive termination of this Agreement.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Depositor, Special Servicer shall be indemnified by the Securities Administrator and the TrusteeTrust, and hold them held harmless against, 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 Depositorincurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loan, the Securities Administrator 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 may sustain as a result of or the Master Servicer’s 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 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or responsibilities under such agreement. The Trust will indemnify Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 the Special Servicer's duties hereunder or by reason of negligent disregard of the Special Servicer's obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the Fiscal Agent, the Paying Agent or the Master Servicer, 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 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 reckless 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 obligations 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 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). caption "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and 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 entitled 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 reimbursement for the related Other Pooling and Servicing Agreement and this Agreement, and relating to the related Non-Trust-Serviced Pari Passu Loan (but excluding any such indemnified amount from funds on deposit losses allocable to the 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 the related Other Special Servicer's willful misfeasance, bad faith or negligence in the Certificate Accountperformance of its duties under the related Other Pooling and 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 the provisions of the this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Administrator, the Trustee, and the Trust 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 Administrator, the Trustee or the Trustee 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 Trust Agreement. Each of the The Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 agreementthis 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall shall, immediately upon notice to such Person it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 Certificate Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. 131 (a) The Master Servicer agrees to indemnify the DepositorServicer, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 Special Servicer and in connection with each of their respective directors, officers, employees and agents shall be indemnified by 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, judgmentsjudgments 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, and any director, officer, employee 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, 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 Master Servicer's duties hereunder or by reason of reckless disregard of the Master Servicer's obligations and duties hereunder (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 may incur or sustain in connection withis replaced, arising out the parties hereto agree that the amount of or 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. Each of the Trustee, the Depositor, the Special Servicer (if different than the Master Servicer), and the Fiscal Agent shall immediately notify the Master 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, the Sale AgreementsTrustee, the Step 2 Assignment Agreements Depositor, the Special Servicer or the CertificatesFiscal Agent, except 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 extent 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 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 loss, liability 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 expense is related to (i) a material breach termination of the Master Servicer’s representations , the Special Servicer, the Trustee and warranties in this Agreement or the Fiscal Agent. (iic) The Special Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Master Servicer (if different than the Special Servicer’s ), the Depositor, and any director, officer, employee 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, liabilities, fees and expenses that any of them may sustain arising from or as a result of the willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the Special Servicer's duties hereunder or by reason of its reckless disregard of its the Special Servicer's obligations and duties hereunder by the Special Servicer (unless such claim, loss, penalty, fine, forfeiture, legal fee and obligations under 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 (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 Certificates or any asset of the Trust Fund entitling the Trust or the Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; provided claim (with counsel reasonably satisfactory to the 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 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)claim is 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 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in Servicer, the Certificate AccountTrustee and the Fiscal Agent.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 claimsIndenture Trustee, losses, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe Owner Trustee, and any other costs, liability, fees each Noteholder 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, liabilitiesfees and expenses that the Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Business Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Indenture Trustee and the Owner Trustee if a claim is made by any party with respect to this Agreement, and the 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 the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or Certificateholder in respect of such claim. The 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 the Indenture Trustee, the Owner Trustee and each Noteholder and Certificateholder harmless 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 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 Certificate Accountbest interests of the Noteholders and Certificateholders.

Indemnification; Third Party Claims. 245- (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

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 Administrator and the Trustee, and hold them harmless againstMortgage Loans, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Serviced Companion Mortgage Loans and any other costsB Notes, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence provided in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositorfollowing paragraph, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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 applicable Master Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s '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 Certificate 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 the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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 Certificate Accountthis Agreement.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; 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 that any such lossherein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, liability the Paying Agent or expense constitutes an “unanticipated expense the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the REMIC” within Special Servicer shall be reimbursed by the meaning party so paid, if a court of Treasury Regulations Section 1.860G-1(b)(3)(ii). 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 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Certificate AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceDepositor, 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 the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the Paying Agent or the Master Servicer, 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 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 "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 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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, liabilitiesfees and expenses that the Trustee, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer 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 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 the Servicer, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The 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 the Trustee, the Certificate Insurer and each Certificateholder harmless 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 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 best interests of the Certificate AccountInsurer and the Certificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Purchaser, the Securities Administrator and the Trustee, 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 Purchaser, the Securities Administrator or the Trustee 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, 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. Each of The Depositor, the DepositorPurchaser, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expensesfees, 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 '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 '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 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 Certificate 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. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 claimsIndenture Trustee, losses, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe Owner Trustee, and any other costs, liability, fees each Noteholder 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, liabilitiesfees and expenses that the Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Business Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Indenture Trustee and the Owner Trustee if a claim is made by any party with respect to this Agreement, and the 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 the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or Certificateholder in respect of such claim. The 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 the Indenture Trustee, the Owner Trustee and each Noteholder and Certificateholder harmless 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 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 Certificate Accountbest interests of the Noteholders and Certificateholders.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

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 Administrator and the Trustee, and hold them harmless againstMortgage Loans, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, Serviced Companion Mortgage Loans and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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 (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; provided that any other proceeds of, 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 Certificate Accountrelated B Note).

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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, liabilitiesfees and expenses that the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the 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 the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The 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 the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder harmless 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 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 best interests of the Certificate AccountInsurer and the Certificateholders.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 Certificate Accountnegligence.

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 and the Trustee, and hold them harmless against, 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 or the Trustee 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 Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee Seller shall immediately upon notice to such Person notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the DepositorLoans, the Securities Administrator or the Trustee, as the case may be, 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 expensesfees, 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 Servicer’s willful malfeasance, bad faith or negligence or by reason situation surrounding such notice and (iii) Seller's 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 Certificate Accountservicing rights.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 use of counsel or the incurring of expenses other than any losses incurred by reason of the Other Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 to 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 each of the Master Servicer Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer 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 Noteholder 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 Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may incur or sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection withtherewith, arising including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against 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 Indenture Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof, out of or related collections on the Mortgage Loans for the Due Period, for all amounts advanced by it pursuant to the preceding sentence except to the extent that the 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 Servicing AgreementsServicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Section 5.19 arising prior to any resignation or termination of the Servicer hereunder shall survive the resignation or termination of the Servicer (b) The Indenture Trustee may, if necessary, reimburse the Sale Agreements, Servicer from amounts otherwise distributable on the Step 2 Assignment Agreements or related Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the CertificatesUnaffiliated Seller's Agreement, except to the extent that any such loss, liability or expense is related the claim relates directly to (i) a material breach the failure of the Master Servicer’s representations , if it is the Unaffiliated Seller, or is an Affiliate of the Unaffiliated Seller, to perform its obligations to service and warranties administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement and this Agreement Agreement, or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason failure of its reckless disregard of the 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 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 REMIC” within Unaffiliated 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 Unaffiliated Seller's Agreement except when the relevant claim relates directly to reimbursement for any such indemnified amount from funds on deposit the failure of the Unaffiliated Seller to perform its duties in compliance with the Certificate Accountterms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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, judgmentsTrustee, 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, liabilitiesfees and expenses that the Trustee, and any Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Business Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee if a claim is made by any party with respect to this Agreement, and the 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 the Servicer, the Trustee, and/or Certificateholder in respect of such claim. The 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 the Trustee and each Certificateholder harmless 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 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 Certificate Accountbest interests of the Certificateholders.

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 and the TrusteeTrust Fund, 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, such Servicer, the Trustee, the Custodian, the Securities Administrator or the Trustee Trust Fund may sustain as a result of the Master Servicer’s '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 Trust 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. Each of the The Depositor, Securities Administrator, the Securities Administrator applicable Servicer, the Custodian and the Trustee shall immediately upon notice to such Person notify the Master Servicer or Backup Servicer, as applicable, if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or such Servicer, the Trustee, as the case may beSecurities Administrator, the Custodian or the 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 expensesfees, 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 '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 or the Backup Servicer prior to its replacement as Master Servicer or Backup Servicer) of the Master Servicer’s '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 's and Backup Servicer's, as 170 applicable, representations and warranties in this Agreement or (ii) the Master Servicer’s '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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, the WestShore Plaza Companion Loan and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, the Securities Administrator WestShore Plaza Companion Loan, any B Notes, any REO Property or the Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its 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 by reason to any determination respecting the amount, payment or avoidance of its reckless disregard for its obligations and duties any tax under this Trust Agreement. Each the REMIC provisions of the DepositorCode or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Trust, forfeituresthe Depositor, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising 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) Each Primary Servicer and any director, officer, employee or agent thereof 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, its related Primary Servicing Agreement (but only if, and to the 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 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 related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) Each Primary Servicer agrees to indemnify the 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 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 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 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 the Depositor, 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 Certificate Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of its reckless disregard for its obligations and duties under this Trust Agreement. Each such Master Servicer Losses that relate primarily to the administration of the DepositorTrust, 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 Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising out 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, 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 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 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 Primary Servicing AgreementsAgreement (but only if, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except and to the extent that that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any such 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 is related to (i) a material breach incurred by reason of the Master Primary Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Primary Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any 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, liabilities, fees and expenses that the 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 its reckless negligent disregard of its 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 obligations under if in any such agreement; provided situation the Primary 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 primary servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Trustee, liability the Special Servicer, the Paying Agent or expense constitutes an “unanticipated expense 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 Primary Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or 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 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, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Primary Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in reimbursed by the Certificate Accountparty 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 misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. The Master (a) Each Special Servicer agrees to indemnify and any of its respective directors, officers, employees or agents shall be indemnified by the Depositor, the Securities Administrator and the TrusteeTrust, and hold them held harmless against, 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, related Special Servicer in accordance with the Securities Administrator instruction delivered in writing to the related Special Servicer by the Trustee or the Trustee may sustain as a result Master Servicer pursuant to any provision of this Agreement in each case and the Master Servicer’s 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 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The related Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the related 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 expensesfees, 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 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 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 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 performanceDepositor, 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 the Paying Agent, the other Special Servicer and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Depositor, the other Special Servicer and the Master Servicer 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 Depositor, the Paying Agent, the other Special Servicer 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 hereunder by the related Special Servicer. The Trustee, the Depositor, the Paying Agent, the other Special Servicer or the Master Servicer shall immediately notify the related Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the Paying Agent, the other Special Servicer or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the related Special Servicer shall assume the defense of any such agreement; 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. Any failure to so notify the related Special Servicer shall not affect any rights the Trust or the Trustee, the Depositor, the Paying Agent, the other Special Servicer or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the related Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided that any such lossherein shall survive the termination of this Agreement and the termination or resignation of the related Special Servicer, liability the Paying Agent or expense constitutes an “unanticipated expense the Trustee. Any expenses incurred or indemnification payments made by the REMIC” within related Special Servicer shall be reimbursed by the meaning party so paid, if a court of Treasury Regulations Section 1.860G-1(b)(3)(ii). 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 misfeasance, bad faith or negligence. (c) GMAC Commercial Mortgage Corporation, as special servicer, and the Depositor expressly agree that the only information furnished by or on behalf of GMAC Commercial Mortgage Corporation, as 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 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 Certificate 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. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 to 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 each of the Master Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer, the Back-up 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 Noteholder 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 Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against 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 Indenture Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the preceding sentence except to the extent that the 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 Servicing AgreementsServicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. (b) The Indenture Trustee may, if necessary, reimburse the Sale Agreements, Servicer from amounts otherwise distributable on the Step 2 Assignment Agreements or related Trust Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of the CertificatesUnaffiliated Seller's Agreement, except to the extent that any such loss, liability or expense is related the claim relates directly to (i) a material breach the failure of the Master Servicer’s representations , if it is the Unaffiliated Seller, or is an Affiliate of the Unaffiliated Seller, to perform its obligations to service and warranties administer the Mortgages in compliance with the terms of the Unaffiliated Seller's Agreement and this Agreement Agreement, or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason failure of its reckless disregard of the 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 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 REMIC” within Unaffiliated 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 Unaffiliated Seller's Agreement except when the relevant claim relates directly to reimbursement for any such indemnified amount from funds on deposit the failure of the Unaffiliated Seller to perform its duties in compliance with the Certificate Accountterms of the Unaffiliated Seller's Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, 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 or the Trustee may sustain as a result of the Master Servicer’s '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 Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. Each of the The Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee, as the case may be, Trustee 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 expensesfees, 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 Certificate Accounttimely basis.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of The Special Servicer shall promptly notify the Depositor, the Securities Administrator Trustee and the Trustee shall immediately upon notice to such Person notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement hereto or the Specially Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee, as the case may be, 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 expensesfees, 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; 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 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 loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the 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 expenses reasonably incurred by the Trust, the Trustee, 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 expense constitutes an “unanticipated expense incurred 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 Special Servicer furnished to the Depositor by or on behalf of the REMIC” within Special Servicer specifically for inclusion therein. The Trustee or the meaning Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a 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 Treasury Regulations its directors, officers, employees, agents or 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 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 1.860G-1(b)(3)(ii9.24(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 Special Servicer, the Fiscal Agent and the Trustee. (d) 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 paragraphs under the caption "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 Certificate AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee and the TrusteeTrust, 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 Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee or the Trustee 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 Trust 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. Each of the The Depositor, the Securities Administrator Administrator, Sponsor, each Servicer and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, each Servicer, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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, (iii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement, for which the applicable Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to this Agreement, or (iiiv) 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Custodians, the Trustee and the TrusteeTrust, 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 Administrator, the Custodians, the Trustee or the Trustee 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 Trust Agreement. Each of the The Depositor, Securities Administrator, the Securities Administrator applicable Custodian and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, the applicable Custodian, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, or (iiiv) 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Servicer, Securities Administrator and the Trustee, 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 Servicer, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the The Depositor, Securities Administrator, the Securities Administrator Servicer and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicer or the Trustee, as the case may be, Trustee 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 expensesfees, 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 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 reimburse itself for any such indemnified amount from funds on deposit in the Certificate Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceDepositor, 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 the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Servicer shall be indemnified by the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action relating to this Agreement, the Securities Administrator any Mortgage Loans, any Companion Loans, any REO Property or the Trustee may sustain as a result 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 '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 Trust Agreementhereunder. Each of The Servicer shall promptly notify the Depositor, the Securities Administrator Trustee and the Trustee shall immediately upon notice to such Person notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement or Agreement, the Mortgage Loans which would entitle or the DepositorCompanion Loans entitling the Servicer to indemnification hereunder, the Securities Administrator or whereupon the Trustee, as on behalf of the case may beTrust, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees and expensesfees, 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 Servicer may have to indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The Master indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Servicer shall promptly make from the Certificate Account any payments certified by the Servicer to the Trustee and the Paying Agent as required to be made to the Servicer pursuant to this Section 8.25. (b) The Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Paying Agent, forfeituresthe Trust, 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, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the Master Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Depositor, 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 Servicer's duties hereunder or by reason of negligent disregard of the Servicer's obligations and duties hereunder (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 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 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 Servicer if a claim is made by any Person with respect to this Agreement, the Servicing AgreementsMortgage Loans or the Companion 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(b), except whereupon the 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 Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Depositor, or the Trust may have to indemnification under this Agreement or otherwise, unless the 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 Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent, and the Trustee. Any expenses incurred or indemnification payments made by the 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 Servicer was not culpable or that the Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Servicer shall indemnify and hold harmless the Trust, the Trustee, the Fiscal Agent and the Paying Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent, the Trustee or the Paying Agent from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee, Fiscal Agent or the Paying 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 or 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, Fiscal Agent or Paying Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent, or 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 untrue statement or omission was made in reliance upon and in conformity with written information concerning the Servicer furnished to the Depositor by or on behalf of the Servicer specifically for inclusion therein. The Trustee, the Fiscal Agent or the Paying Agent, as applicable, shall immediately notify the 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 Fiscal Agent or the Paying 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 Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Fiscal Agent, liability the Trustee or expense Paying Agent, 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 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 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 Master Servicer’s representations , the Fiscal Agent, the Paying Agent and warranties in this Agreement the Trustee. (d) The parties expressly agree that the only written information concerning the Servicer furnished by or (ii) on behalf of 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 inclusion in the Certificate AccountPreliminary Prospectus Supplement and Final Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS--The 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 and the Trusteeofficers, and employees and any Successor Servicer and hold them it harmless against, against any and all claimslosses, lossesdamages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee Purchaser may sustain as a result directly related to the failure of the Master Servicer’s willful malfeasanceServicer 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 Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice agreements to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or service the Mortgage Loans in compliance with the terms of this Agreement which would entitle failure materially and adversely affects the Depositor, interests of the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claimPurchaser. The Master Servicer Seller agrees to indemnify the Purchaser and hold it harmless the Trustee from and against any and all claimslosses, lossesdamages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee 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 such liability the breach of a representation or obligations warranty set forth in Sections 3.01 or 3.02 of this Agreement which failure materially and adversely affects the interests 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 agreementPurchaser. The Trust will Purchaser agrees to indemnify the Master Servicer Seller, as Seller and Servicer, and hold it harmless against any and all claimslosses, lossesdamages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Seller may incur or sustain in connection with, arising out of or directly 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 failure of the Master Servicer’s representations Purchaser to observe and warranties 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 other party if a claim is made by a third party with respect to this Agreement or a Mortgage Loan, assume (iiwith the consent of the other party) the Master Servicer’s willful malfeasancedefense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the other party in respect of such claim. An indemnifying party hereunder shall follow any written instructions received from the other party in connection with such claim. The indemnified party shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the gross 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 Certificate Accountservicing rights.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee may sustain as a result 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 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 Trust Agreementhereunder. Each of The Special Servicer shall promptly notify the Depositor, the Securities Administrator Trustee and the Trustee shall immediately upon notice to such Person notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement hereto or the Specially Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee, as the case may be, 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 expensesfees, 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 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 Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Paying Agent, the Depositor and the Servicer, 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 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 Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the 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 hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; 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. 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 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 that any such loss, liability herein shall survive the termination of this Agreement and the termination or expense constitutes an “unanticipated expense resignation of the Special Servicer or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Special Servicer shall be entitled reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that such person was found to reimbursement 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 any such indemnified amount from funds on deposit inclusion in the Certificate 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 agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of its reckless disregard for its obligations and duties under this Trust Agreement. Each such Master Servicer Losses that relate primarily to the administration of the DepositorTrust, 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 Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Trust, forfeituresthe Depositor, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising out 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 Primary Servicer and any director, officer, employee or agent thereof 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 Primary Servicing AgreementsAgreement (but only if, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except and to the extent that that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any such 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 is related to (i) a material breach incurred by reason of the Master Primary Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Primary Servicer agrees to indemnify the 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 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 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 its reckless negligent disregard of its 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 obligations under if in any such agreement; provided situation the Primary 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 primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Trustee, liability the Fiscal Agent, the Special Servicer, the Paying Agent or expense constitutes an “unanticipated expense 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 Primary 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, the Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is 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, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Primary Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in reimbursed by the Certificate Accountparty 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 misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. (a) The Master ----------------------------------- Servicer agrees to indemnify the DepositorCompany, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorCertificate Insurer, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator Surety and the Trustee shall immediately upon notice to such Person notify and hold 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 DepositorCompany, the Securities Administrator or Certificate Insurer, the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim Surety and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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 AgreementCompany, the Servicing AgreementsCertificate Insurer, the Sale Agreements, the Step 2 Assignment Agreements Surety or the Certificates, except to Trustee may sustain as a result of 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 Servicer to perform its duties and obligations under any such agreementservice the Mortgage Loans in compliance with the terms of this Agreement; provided that any no such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning indemnification shall be re- quired of Treasury Regulations Section 1.860G-1(b)(3)(ii)a successor Master Servicer with respect to acts of a prior Master Servicer. The Master Servicer shall be entitled immediately notify the Company, the Certificate Insurer, the Surety and the Trustee if a claim is made by a third party with respect to reimbursement for this Agreement or the Mortgage Loans, assume (unless otherwise directed by the Company, the Certificate Insurer, the Surety and the Trustee) the defense of any such indemnified amount from funds on deposit 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, the Company or the Trustee in respect of such claim. In addition, MLCC shall indemnify the Company, the Certificate AccountInsurer, 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 intends to seek indemnification under the terms of Section 8.01(a), the Company shall notify the Master Servicer in writing within ten (10) Business Days, and the Trustee, the Certificate Insurer or the Surety shall notify the Master Servicer in writing promptly, after each such party receives notice of such claim or action, or notice of a threat that is reasonably likely to result in such claim or action. The 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 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 have in connection with such claim or action. The Master Servicer shall have the right to settle any such action provided that the Master 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 Master Servicer agrees to indemnify the Servicers, Depositor, the Securities Administrator Administrator, the Trustee and the TrusteeTrust, 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 Servicers, Depositor, the Securities Administrator Administrator, the Trustee or the Trustee 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 Trust Agreement. Each of the The Depositor, the Securities Administrator Administrator, each Servicer and the Trustee shall immediately upon notice to such Person promptly notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, each Servicer, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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, 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 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 the Indenture Trustee, the Co-Owner Trustee, the Owner Trustee, the Issuer, the Depositor 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 (that the Indenture Trustee, the Co-Owner Trustee, the Owner Trustee, the Issuer, the Depositor or any Securityholder may sustain directly resulting from the negligence, willful misfeasance, or bad faith of the Servicer in the performance of its duties hereunder. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. To the extent the Servicer has actual knowledge, the Servicer shall promptly notify the Indenture Trustee, the Issuer, and the Depositor if a claim is made by a third party with respect to this Agreement. The Servicer shall assume the defense of any such claim and advance all expenses in connection therewith, including reasonable attorneys’ counsel fees) that , and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Trustee may sustain as a result Servicer, the Indenture Trustee, the Issuer, the Depositor and/or any Securityholder in respect of such claim related to the Servicer's negligence, willful misfeasance or bad faith in the performance of its duties hereunder. Notwithstanding anything in this Agreement, to the contrary, the Servicer shall not be liable for the settlement of any claim by the Indenture Trustee, the Issuer, the Depositor, any Securityholder or the Owner Trustee, as the case may be entered into without the prior consent of the Servicer. The Trust shall indemnify and hold harmless the Servicer against any loss, liability or obligations of the Master Servicer and expense incurred in connection with the Trustee’s assumption (not including the Trustee’s performanceany legal action relating to this Agreement, except other than any loss, liability or expense related to the extent that costs any specific Home Loan or Home Loans and any loss, liability or expense incurred by reason of the Trustee are created Servicer's willful misfeasance, bad faith or increased as a result negligence in the performance of negligent or wrongful acts or omissions of the Master Servicer prior its duties under this Agreement; provided, however, amounts payable pursuant to its replacement as Master Servicerthis Section 9.01(a) shall be payable solely from amounts available to be distributed pursuant to Section 5.02(a)(xiv) of the Master Servicer’s obligationsTrust Agreement. (b) Except as otherwise set forth in Section 3.05 (d), duties or responsibilities under such agreement. The Trust will the Seller agrees to indemnify and hold the Master Indenture Trustee, the Owner Trustee, the Issuer, the Servicer and hold it each Securityholder harmless from and 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 Indenture Trustee, the Issuer, the Servicer or any Securityholder may incur sustain directly resulting from the negligence, willful misfeasance, or sustain bad faith of the Seller in connection withthe performance of its duties hereunder or in compliance with the terms of this Agreement. The Seller shall immediately notify the Indenture Trustee, arising out of or related the Issuer, the Servicer and each Securityholder 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 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 Sale AgreementsServicer, the Step 2 Assignment Agreements or Indenture Trustee, the Certificates, except to the extent that Issuer and/or any Securityholder in respect of 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 Certificate Accountclaim.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of its reckless disregard for its obligations and duties under this Trust Agreement. Each such Master Servicer Losses that relate primarily to the administration of the DepositorTrust, 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 Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising out 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, 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 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 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 applicable Primary Servicing AgreementsAgreement (but only if, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except and to the extent that that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any such 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 is related to (i) a material breach incurred by reason of the Master Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s Primary Servicers' willful malfeasancemisfeasance, 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Primary Servicers agree to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent and any 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, liabilities, fees and expenses that the 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 its reckless negligent disregard of its 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 obligations under if in any such agreement; provided situation the applicable Primary 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 primary servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, 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 Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the applicable Primary Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Trustee, liability the Special Servicer, the Paying Agent or expense constitutes an “unanticipated expense 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 applicable Primary Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or 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 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, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master applicable Primary Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in reimbursed by the Certificate Accountparty 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 misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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, liabilitiesfees and expenses that the Trustee, the Co-Trustee, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the 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 the Servicer, the Claims Administrator, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The 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 the Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder harmless 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 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 best interests of the Certificate AccountInsurer and the Certificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the DepositorServicer, the Securities Administrator Special Servicer and each of their respective directors, officers, employees and agents shall be indemnified by the Trustee, Trust and hold them held harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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, judgments and any other costs, liabilityliabilities, 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: (including reasonable attorneys’ feesi) that specifically required to be borne by such Person pursuant to the Trustee may sustain as terms hereof; (ii) which constitutes a result 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 liability obligations or obligations 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 with therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Trustee’s assumption (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 including affect any rights the Trustee’s performanceMaster Servicer or the Special Servicer may have to indemnification under this Agreement or otherwise, except 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 extent that costs Trustee as required to be made to the Master Servicer or liability of the Trustee are created Special Servicer, as the case may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the resignation or increased as a result of negligent or wrongful acts or omissions termination of the Master Servicer prior or the Special Servicer. (b) The Master Servicer agrees to its replacement as Master Servicer) of indemnify the Trust, the Trustee, the Fiscal Agent, the Special Servicer (if different than the Master Servicer’s obligations), duties the Depositor, and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify the Master Servicer agent 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 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 may incur or sustain in connection withis replaced, arising out the parties hereto agree that the amount of or 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. Each of the Trustee, the Depositor, the Special Servicer (if different than the Master Servicer), and the Fiscal Agent shall immediately notify the Master 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, the Sale AgreementsTrustee, the Step 2 Assignment Agreements Depositor, the Special Servicer or the CertificatesFiscal Agent, except 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 extent that 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 lossclaim. Any failure to so notify the Master Servicer shall not affect any rights the Trust, liability the Trustee, the Depositor, the Special Servicer, or expense the Fiscal Agent may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is related to (i) materially prejudiced thereby and the Master Servicer delivers a material breach certification explaining the prejudice. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer’s representations , the Special Servicer, the Trustee and warranties in this Agreement or the Fiscal Agent. (iic) The Special Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Master Servicer (if different than the Special Servicer’s ), the Depositor, and any director, officer, employee 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, liabilities, fees and expenses that any of them may sustain arising from or as a result of the willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the Special Servicer's duties hereunder or by reason of its reckless disregard of its the Special Servicer's obligations and duties hereunder by the Special Servicer. Each of the Trustee, the Fiscal Agent, the Master Servicer (if different than the Special Servicer) and obligations under the Depositor shall immediately notify the Special Servicer 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 Trust or the Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; provided that claim (with counsel reasonably satisfactory to the 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 constitutes an “unanticipated expense incurred by the REMIC” within Depositor may have to indemnification under this Agreement or otherwise, unless the meaning Special Servicer's defense of Treasury Regulations Section 1.860G-1(b)(3)(ii)such claim is 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 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in Servicer, the Certificate Account.Trustee and the Fiscal Agent. -148-

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer 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, liabilitiesfees and expenses that the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer, and any Noteholder and Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and each Noteholder and Certificateholder 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) 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 Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and/or Noteholder or Certificateholder in respect of such claim. The Indenture Trustee shall reimburse the Servicer from amounts otherwise payable to the Certificateholders 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 Loans in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify and hold the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and each Noteholder and Certificateholder harmless 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 Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and any Noteholder or 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 Noteholders and the Certificateholders. The Representative shall immediately notify the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and each Noteholder and 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 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 AgreementsRepresentative, the Step 2 Assignment Agreements Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian, the Note Insurer and/or Noteholder or Certificateholder in respect of such claim. The Indenture Trustee shall reimburse the Representative from amounts otherwise payable to the Certificateholders for all amounts advanced by it pursuant to the preceding sentence 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 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 Representative to perform its duties in compliance with the terms of this Agreement or and in the best interests of the Noteholders, the Note Insurer and the Certificateholders. (iic) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of The Servicer also acknowledges its reckless disregard of its duties and indemnification obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by Section 6.7 of 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 Certificate AccountIndenture.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and The Special Servicer shall promptly notify the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement hereto or the Specially Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee, as the case may be, 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 expensesfees, 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 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 Depositor, the Master Servicer and in connection with any director, officer, employee or agent or Controlling Persons of the Trustee’s assumption (not including , the Trustee’s performanceFiscal Agent, 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 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 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 hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal 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 agreement; 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 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 Persons of the Fiscal Agent or the Trustee from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee or Fiscal Agent, or 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 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 Persons for any legal and other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent or any such director, officer, employee, agent or Controlling Persons in investigating or defending or preparing to defend against any such loss, claim, damage, liability or expense constitutes an “unanticipated expense incurred 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 Special Servicer furnished to the Depositor by or on behalf of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Special Servicer specifically for inclusion therein. The Master Trustee or the Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a 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 its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall be entitled to reimbursement for assume the defense of any such indemnified amount from funds claim (with counsel reasonably satisfactory to the Fiscal Agent or 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 Special Servicer, the Fiscal Agent and the Trustee. (d) 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 Certificate AccountProspectus Supplement is the information set forth in the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer, Primary Servicer and Special Servicer" of the Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 the Trustee, the Depositor, the Certificate Insurer and each Certificateholder 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 Trustee, the Depositor, the Certificate Insurer or any Certificateholder 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 Mortgage 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 Trustee, the Depositor, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the Trustee) 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 Trustee, the Depositor, the Certificate Insurer and/or any Certificateholder in respect of such claim. (b) The Depositor agrees to indemnify the Master Servicer and hold it the Trustee, the Servicer, the Certificate Insurer and each Certificateholder 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 Trustee, the Servicer, the Certificate Insurer or any Certificateholder may sustain directly resulting from the negligence or willful misconduct of the Depositor 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 DEPOSITOR 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 DEPOSITOR. The Depositor shall immediately notify the Trustee, the Servicer, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Depositor shall assume (with the consent of the Trustee) 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 Depositor, the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Trustee, the Servicer, the Certificate Insurer and each Certificateholder 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 Trustee, the Servicer, the Certificate Insurer or any Certificateholder 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 Trustee, the Servicer, the Certificate Insurer and each Certificateholder 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 Trustee) 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 Trustee, the Certificates, except to the extent that Certificate Insurer and/or any Certificateholder 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 Depositor 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 Certificate Accountthis Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 , the Certificate Insurer and each Certificateholder (not including the Trustee’s performanceand their respective Affiliates, 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 Servicerdirectors, officers, employees and agents) 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, liabilitiesfees and expenses that the Trustee, the Certificate Insurer, any such Certificateholder or any such other indemnified Person may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer 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 Servicer shall assume (with the consent of the Trustee) 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 Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trustee may reimburse the Servicer from amounts otherwise distributable on the Class R Certificates 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 Mortgage Loans in compliance with the terms of this Agreement. (b) The Depositor agrees to indemnify and hold the Trustee, the Certificate Insurer and each Certificateholder (and their respective Affiliates, directors, officers, employees and agents) harmless 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 Trustee, the Certificate Insurer, any Certificateholder and/or any such other indemnified person may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an Affiliate thereof, or the failure of the Depositor to perform their respective duties in compliance with the terms of this Agreement. The Depositor 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 Depositor shall assume (with the consent of the Trustee) 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 Depositor, the Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trustee may, if necessary, reimburse the Depositor from amounts otherwise distributable on the Class R Certificates if the claim is made with respect to this Agreement for all amounts advanced by it pursuant to the preceding sentence, except when the claim relates directly to the failure of a Servicer, if it is, or is an affiliate of, the Depositor, to perform its obligations to service and administer the Mortgages in compliance with the terms of 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 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 this Agreement. (c) The Depositor agrees to indemnify the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement Trust Fund for any such indemnified amount liability arising from funds on deposit the naming of the Trust Fund as a defendant in its capacity as an assignee of the Certificate Accountlender in an action under the Xxxxxx Community Development and Regulatory Improvement Act of 1994.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, 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 or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the The Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expensesfees, 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 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 reimburse itself for any such indemnified amount from funds on deposit in the Certificate Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer shall be indemnified and held harmless by the Trust, out of the Securities Administrator proceeds of the Mortgage Loans and the Trustee, A/B Mortgage Loan (if and hold them harmless against, 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, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and 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 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 2003-TOP9 Pooling and Servicing Agreement and this Agreement, and relating to the 1290 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 use of counsel or the incurring of expenses other than any losses incurred by reason of the 2003-TOP9 Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. The Master Servicer Xxxxxxxx agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall shall, immediately upon notice to such Person it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 Certificate Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, 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 or the Trustee 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. Each of the Depositor, the Securities Administrator and the Trustee shall shall, immediately upon notice to such Person it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 Certificate Master Servicer Account.

Indemnification; Third Party Claims. The (a) Each Master Servicer agrees to indemnify and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each such Master Servicer shall be indemnified by the Depositor, the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action or claim relating to this Agreement, the Securities Administrator any Mortgage Loans, any REO Property or the Trustee may sustain as a result 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 such Master Servicer’s '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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees and expensesfees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25. (b) Each Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe applicable Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costspartner, liabilityrepresentative, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability Affiliate, member, manager, director, officer, employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the Trustee, the applicable 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 such Master Servicer's duties hereunder or by reason of negligent disregard of such Master Servicer's obligations and duties hereunder (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 Master 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 servicer. The Trustee, the applicable Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the applicable Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the applicable Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(b), whereupon the applicable Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the applicable Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection withtherewith, arising 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 applicable Master Servicer shall not affect any rights the Trustee, the applicable Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the applicable 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 applicable Master Servicer, the applicable Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable 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 applicable 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 MM Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof 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, its Primary Servicing Agreement (but only if, and to the extent that, the General Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the MM Loans, any MM Loan (solely with respect to the Primary Servicer for such MM 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 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 General Master Servicer shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to the MM Loans to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) The Primary Servicer with respect to the MM Loans agrees to indemnify the Trustee, the General 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 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 Trustee, the General 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 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 General Special Servicer, the Paying Agent or the Depositor, 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 MM Loans (solely with respect to the Primary Servicer for the MM Loans) entitling the Trustee, the Sale AgreementsDepositor, the Step 2 Assignment Agreements General 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 General 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 applicable 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 applicable Master Servicer’s representations , the applicable Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by such Primary Servicer with respect to the Master Servicer’s MM Loans 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 malfeasancemisfeasance, bad faith or negligence negligence. (e) The Master Servicers shall not have any liability to the Depositor, the Trustee, the Paying Agent, the Special Servicers, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or by reason any other Person to whom it delivers information pursuant to the provisions of its reckless disregard this Agreement for federal, state or other applicable securities law violations relating to the disclosure of its duties such information. In the event any Person brings any claims relating to or arising from the foregoing against a 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 obligations under indemnify such Master Servicer from any such agreement; provided that any such loss, liability loss 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 (including attorney fees) relating to reimbursement for any or arising from such indemnified amount from funds on deposit in the Certificate Accountclaims.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its 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 by reason to any determination respecting the amount, payment or avoidance of its reckless disregard for its obligations and duties any tax under this Trust Agreement. Each the REMIC provisions of the DepositorCode or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Securities Administrator 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 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 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Trust, forfeituresthe Depositor, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising 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- -215- 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 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, its related Primary Servicing Agreement (but only if, and to the 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) Each Primary Servicer agrees to indemnify the 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 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 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 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 the Depositor, 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 Certificate Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of its reckless disregard for its obligations and duties under this Trust Agreement. Each such Master Servicer Losses that relate primarily to the administration of the DepositorTrust, 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 Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Trust, forfeituresthe Depositor, legal fees and related costs, judgmentsthe Paying Agent, and any other costsdirector, liabilityofficer, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(b), -215- 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 withtherewith, arising out 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 Primary Servicer and any director, officer, employee or agent thereof 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 Primary Servicing AgreementsAgreement (but only if, the Sale Agreements, the Step 2 Assignment Agreements or the Certificates, except and to the extent that that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any such 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 is related to (i) a material breach incurred by reason of the Master Primary Servicer’s representations and warranties in this Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, 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 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 related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Primary Servicer agrees to indemnify the 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 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 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 its reckless negligent disregard of its 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 obligations under if in any such agreement; provided situation the Primary 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 primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Trustee, liability the Fiscal Agent, the Special Servicer, the Paying Agent or expense constitutes an “unanticipated expense 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 Primary 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, the Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is 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, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Primary Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in reimbursed by the Certificate Accountparty 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 misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, 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 or the Trustee may sustain as a result of the Master Servicer’s '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 Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. Each of the The Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee, as the case may be, Trustee 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 expensesfees, 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). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Certificate Accounttimely basis.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Custodian, the [Delaware] Trustee and the TrusteeTrust, 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 Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Custodian, the [Delaware] Trustee or the Trustee 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 Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants’ letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB. Each of the The Depositor, the Sponsor, the Securities Administrator Administrator, each Servicer, the Custodian and the [Delaware] Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, each Servicer, the Custodian, the [Delaware] Trustee or the Trustee, as the case may be, 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 expensesfees, 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 [Delaware] 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 [Delaware] Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the [Delaware] Trustee’s assumption (not including the [Delaware] Trustee’s performance, except to the extent that costs or liability of the [Delaware] 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 [Delaware] Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the [Responsible Party]’s obligations in connection with the [Assignment Agreement or the Representations and Warranties Agreement], for which the [Responsible Party] has performed its obligation to indemnify the Master Servicer pursuant to [the Assignment Agreement or the Representations and Warranties 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 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 Certificate Distribution 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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 obligations and duties hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, 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 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 and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2000-WF2 Special Servicer and any director, officer, employee or agent of the 2000-WF2 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 (collectively, "Losses") incurred in connection with any legal action relating to the 2000-WF2 Pooling and Servicing Agreement and this Agreement, and relating to the Pari Passu Loan (but excluding any such Losses allocable to the 2000-WF2 Trust Fund Mortgage Loan), reasonably requiring the use of counsel or the incurring of expenses other than any Losses incurred by reason of the 2000-WF2 Special Servicer's willful misfeasance, bad faith or negligence 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 Certificate AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorMaster Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, and hold them harmless against, 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(collectively, the Securities Administrator "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 Trustee may sustain as a result 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 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of its reckless disregard for its obligations and duties under this Trust Agreement. Each such Master Servicer Losses that relate primarily to the administration of the DepositorTrust, 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 Securities Administrator 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 Trustee shall immediately upon notice 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 such Person notify so indemnify the Master Servicer if Indemnified Parties on a claim is made by a third party with respect to this Trust Agreement or current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans which would entitle 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 Depositorextent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the Securities Administrator B Note or B Notes related to such A/B Mortgage Loan, (y) if the Trusteecollections 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 the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor and any director, officer, employee, agent or Controlling Person thereof, 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 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 Servicer may incur or sustain in connection with, arising out of or related to this AgreementTrustee, the Servicing AgreementsFiscal Agent, the Sale AgreementsSpecial Servicer, the Step 2 Assignment Agreements Depositor and the Trust may sustain arising from 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 any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard of its the Master Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreement; provided 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 Fiscal Agent, the Special Servicer or the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer or the Trust to indemnification under this Section 8.25(b), whereupon the Master Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Trustee, liability the Fiscal Agent, the Special Servicer or expense constitutes an “unanticipated expense 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 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 and the Trustee. Any expenses incurred or indemnification payments made 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 reimbursed by the Certificate Accountparty 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.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Servicer, the Trustee, the Custodian, the Securities Administrator and the TrusteeTrust Fund, 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 Servicer, the Trustee, the Custodian, the Securities Administrator or the Trustee Trust Fund 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, 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. Each of the The Depositor, Securities Administrator, the Securities Administrator Servicer, the Custodian and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or Servicer, the Trustee, as the case may beSecurities Administrator, the Custodian or the 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 expensesfees, 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 '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 172 as Master Servicer) of the Master Servicer’s '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 '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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 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, liabilitiesfees and expenses that the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the 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 the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee shall 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 the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder harmless 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 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 shall 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 best interests of the Certificate AccountInsurer and the Certificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, 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 or the Trustee 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. Each of the The Depositor, the Securities Administrator Administrator, the Servicers, and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers or the Trustee, as the case may be, Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expensesfees, 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) 92 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Master Servicer shall be indemnified by the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action relating to this Agreement, the Securities Administrator any Mortgage Loans, any REO Property or the Trustee may sustain as a result 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 '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 Trust Agreementhereunder. Each of The Master Servicer shall promptly notify the Depositor, the Securities Administrator Trustee and the Trustee shall immediately upon notice to such Person notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the DepositorMaster Servicer to indemnification hereunder, the Securities Administrator or whereupon the Trustee, as on behalf of the case may beTrust, to indemnification under this Section 9.12, whereupon 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 expensesfees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee and the Paying Agent shall not affect any rights the Master Servicer may have to indemnification under this Agreement or 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 pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Paying Agent, forfeituresthe Trust, 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, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the Master Servicer may incur or sustain in connection with, arising out of or related to this AgreementTrustee, the Servicing AgreementsFiscal Agent, the Sale AgreementsSpecial Servicer, the Step 2 Assignment Agreements Paying Agent, the Depositor, and the Trust may sustain arising from 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 any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard of its the Master Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreement; 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 Fiscal Agent, the Special Servicer, the Paying Agent, or the Depositor, as applicable, 143 153 shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent, or the Trust to indemnification under this Section 8.25(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 Paying Agent, 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 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 shall indemnify and hold harmless the Trust, the Trustee, the Fiscal Agent and the Paying Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent, the Trustee or the Paying Agent from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee, Fiscal Agent or the Paying 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 or 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, Fiscal Agent or Paying Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent, or 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 expense constitutes an “unanticipated expense incurred 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 REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Master Servicer specifically for inclusion therein. The Trustee, the Fiscal Agent or the Paying 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 Fiscal Agent or the Paying 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 be entitled to reimbursement for assume the defense of any such indemnified amount from funds claim (with counsel reasonably satisfactory to the Fiscal Agent, the Trustee or Paying Agent, 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 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 144 154 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. (d) The parties expressly agree that the only written information concerning the Master Servicer furnished by or on deposit behalf of the Master Servicer for inclusion in the Certificate AccountPreliminary Prospectus Supplement and Final Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer" and under the caption "DESCRIPTION OF THE MORTGAGE POOL - The Sellers Wellx Xxxgo" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Administrator, the Trustee, and the Trust 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 Administrator, the Trustee or the Trustee 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 Trust Agreement. Each of the The Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Administrator, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The (a) Each Master Servicer agrees to indemnify and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each such Master Servicer shall be indemnified by the Depositor, the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action or claim relating to this Agreement, the Securities Administrator any Mortgage Loans, any REO Property or the Trustee may sustain as a result 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 such Master Servicer’s '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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the A Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees and expensesfees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicers in such capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly make from the applicable Certificate Account any payments certified by the applicable Master Servicer to the Trustee and the Paying Agent as required to be made to the applicable Master Servicer pursuant to this Section 8.25. (b) Each Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe applicable Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costspartner, liabilityrepresentative, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability Affiliate, member, manager, director, officer, employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the Trustee, the Fiscal Agent, the applicable 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 such Master Servicer's duties hereunder or by reason of negligent disregard of such Master Servicer's obligations and duties hereunder (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 Master 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 servicer. The Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the applicable Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the applicable Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(b), whereupon the applicable Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection withtherewith, arising 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 applicable Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the applicable Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the applicable 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 applicable Master Servicer, the applicable Special Servicer, the Fiscal Agent, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable 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 applicable 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 MM Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof 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, its Primary Servicing Agreement (but only if, and to the extent that, the General Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Principal Loans or the MM Loans, as the case may be), any Principal Loan (solely with respect to the Primary Servicer for such Principal Loans), any MM Loan (solely with respect to the Primary Servicer for such MM 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 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 General Master Servicer shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to the Principal Loans or the MM Loans, as the 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) The Primary Servicer with respect to the Principal Loans and the Primary Servicer with respect to the MM Loans agrees to indemnify the Trustee, the Fiscal Agent, the General 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 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 Trustee, the Fiscal Agent, the General 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 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 General Special Servicer, the Paying Agent or the Depositor, 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 MM Loans (solely with respect to the Primary Servicer for the MM Loans) entitling the Trustee, the Step 2 Assignment Agreements Fiscal Agent, the Depositor, the General 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 General 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 applicable 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 applicable Master Servicer’s representations , the Fiscal Agent, the applicable Special Servicer, the Paying Agent and warranties in this Agreement the Trustee. Any expenses incurred or (ii) indemnification payments made by such Primary Servicer with respect to the Master Servicer’s Principal Loans or the MM 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 malfeasancemisfeasance, bad faith or negligence negligence. (e) The Master Servicers shall not have any liability to the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicers, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or by reason any other Person to whom it delivers information pursuant to the provisions of its reckless disregard this Agreement for federal, state or other applicable securities law violations relating to the disclosure of its duties such information. In the event any Person brings any claims relating to or arising from the foregoing against a 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 obligations under indemnify such Master Servicer from any such agreement; provided that any such loss, liability loss 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 (including attorney fees) relating to reimbursement for any or arising from such indemnified amount from funds on deposit in the Certificate Accountclaims.

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 and the TrusteeTrust, and hold them held harmless against, 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 Special Servicer by the Trustee or the Trustee 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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master The 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 expensesfees, 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 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 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 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 performanceFiscal Agent, 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 Depositor, the Master Servicer’s obligations, duties the Paying Agent and any director, officer, employee or responsibilities under such agreement. The Trust will indemnify agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the Master Servicer 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 Depositor, the Paying Agent 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 hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such agreement; 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 that any such lossherein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer, liability the Paying Agent or expense constitutes an “unanticipated expense the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the REMIC” within Special Servicer shall be reimbursed by the meaning party so paid, if a court of Treasury Regulations Section 1.860G-1(b)(3)(ii). 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 shall be entitled to reimbursement for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Certificate AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master ----------------------------------- Servicer agrees to indemnify the DepositorCompany, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorCertificate Insurer, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator Surety and the Trustee shall immediately upon notice to such Person notify and hold 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 DepositorCompany, the Securities Administrator or Certificate Insurer, the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim Surety and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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 AgreementCompany, the Servicing AgreementsCertificate Insurer, the Sale Agreements, the Step 2 Assignment Agreements Surety or the Certificates, except to Trustee may sustain as a result of 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 Servicer to perform its duties and obligations under any such agreementservice the Mortgage Loans in compliance with the terms of this Agreement; provided that any no such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning indemnification shall be re- quired of Treasury Regulations Section 1.860G-1(b)(3)(ii)a successor Master Servicer with respect to acts of a prior Master Servicer. The Master Servicer shall be entitled immediately notify the Company, the Certificate Insurer, the Surety and the Trustee if a claim is made by a third party with respect to reimbursement for this Agreement or the Mortgage Loans, assume (unless otherwise directed by the Company, the Certificate Insurer, the Surety and the Trustee) the defense of any such indemnified amount from funds on deposit 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, the Company or the Trustee in respect of such claim. (b) Should any claim or action by a third party arise after the Closing Date for which the Company, the Certificate AccountInsurer, the Surety or the Trustee intends to seek indemnification under the terms of Section 8.01(a), the Company shall notify the Master Servicer in writing within ten (10) Business Days, and the Trustee, the Certificate Insurer or the Surety shall notify the Master Servicer in writing promptly, after each such party receives notice of such claim or action, or notice of a threat that is reasonably likely to result in such claim or action. The 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 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 have in connection with such claim or action. The Master Servicer shall have the right to settle any such action provided that the Master 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 Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 performanceFHA Custodian, 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 FUNB 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, liabilitiesfees and expenses that the Trustee, the FHA Custodian, FUNB and any Certificateholder may sustain in any way related to the failure of the Servicer and the Claims Administrator to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the FHA Custodian, FUNB and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicer shall assume (with the consent of the applicable indemnified parties) 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 Claims Administrator, the Trustee, the FHA Custodian, FUNB and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Servicer from the 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 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 the Trustee, the FHA Custodian, FUNB and each Certificateholder harmless 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 Trustee, the FHA Custodian, FUNB 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 Certificateholders. The Representative shall immediately notify the Trustee, the FHA Custodian, FUNB 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 applicable indemnified parties) 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, FUNB, the FHA Custodian and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Representative from the 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 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 Certificate Accountbest interests of the Certificateholders.

Indemnification; Third Party Claims. The Group I Master Servicer agrees to indemnify the Group I Servicers, Depositor, the Securities Administrator Group I Custodian, the Trustee and the TrusteeTrust, 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 Group I Servicers, Depositor, the Securities Administrator Group I Custodian, the Trustee or the Trustee may sustain Trust actually sustains as a result of the Group I Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the The Depositor, the Securities Administrator Group I Custodian, each Group I Servicer and the Trustee shall immediately upon notice to such Person promptly notify the Group I Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Group I Mortgage Loans which would entitle the Depositor, the Securities Administrator Group I Custodian, each Group I Servicer, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 Group I Master Servicer prior to its replacement as Group I Master Servicer) of the Group I Master Servicer’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 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 willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementthis 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 Group I Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costsdirector, liabilityofficer, fees and expenses that the Depositor, the Securities Administrator employee or the Trustee may sustain as a result agent of the Master Servicer’s willful malfeasanceServicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, bad faith or negligence and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositorfollowing paragraph, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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, 198 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 Master Servicer’s '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 Certificate 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 any director, officer, employee or agent of the Depositor, Servicer shall be indemnified by the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action relating to this Agreement, the Securities Administrator any Mortgage Loans, any REO Property or the Trustee may sustain as a result 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 '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 Trust Agreementhereunder. Each of The Servicer shall promptly notify the Depositor, the Securities Administrator Trustee and the Trustee shall immediately upon notice to such Person notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the DepositorServicer to indemnification hereunder, the Securities Administrator or whereupon the Trustee, as on behalf of the case may beTrust, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the 154 Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees and expensesfees, 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 Servicer may have to indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The Master indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Servicer shall promptly make from the Certificate Account any payments certified by the Servicer to the Trustee and the Paying Agent as required to be made to the Servicer pursuant to this Section 8.25. (b) The Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Special Servicer, finesthe Paying Agent, forfeituresthe Trust, 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, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the Master Servicer may incur or sustain in connection with, arising out of or related to this AgreementTrustee, the Servicing AgreementsFiscal Agent, the Sale AgreementsSpecial Servicer, the Step 2 Assignment Agreements Paying Agent, the Depositor, and the Trust may sustain arising from 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 any of the Servicer's duties hereunder or by reason of its reckless negligent disregard of its the Servicer's obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreement; situation the 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 Fiscal Agent, the Special Servicer, the Paying Agent, or the Depositor, as applicable, shall immediately notify the Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent, or the Trust to indemnification under this Section 8.25(b), whereupon the 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 Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Depositor, or the Trust may have to indemnification under this Agreement or otherwise, unless the 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 Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent, and the Trustee. Any expenses incurred or indemnification payments made by the 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 Servicer was not culpable or that the Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Servicer shall indemnify and hold harmless the Trust, the Trustee, the Fiscal Agent and the Paying Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent, the Trustee or the Paying Agent from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee, Fiscal Agent or the Paying Agent, or any such 155 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 or 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, Fiscal Agent or Paying Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent, or 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 expense constitutes an “unanticipated expense incurred 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 Servicer furnished to the Depositor by or on behalf of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Servicer specifically for inclusion therein. The Master Trustee, the Fiscal Agent or the Paying Agent, as applicable, shall immediately notify the 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 Fiscal Agent or the Paying 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 Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Fiscal Agent, the Trustee or Paying Agent, 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 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 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 Servicer, the Fiscal Agent, the Paying Agent and the Trustee. (d) The parties expressly agree that the only written information concerning the Servicer furnished by or on behalf of the Servicer for inclusion in the Preliminary Prospectus Supplement and Final Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS--The Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (e) The 99-C1 Servicer and any director, officer, employee or agent of the 99-C1 Servicer shall be entitled 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 (collectively, "Losses") incurred in connection with any legal action relating to reimbursement for the 99-C1 Pooling and Servicing Agreement and this Agreement, and relating to the Pari Passu Loan (but excluding any such indemnified amount from funds on deposit Losses allocable to the Related Trust Fund Mortgage Loan), reasonably requiring the use of counsel or the incurring of expenses other than any Losses incurred by reason of the 99-C1 Servicer's willful misfeasance, bad faith or negligence in the Certificate Accountperformance of its duties under the 99-C1 Pooling and Servicing Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Administraxxx xxx the Trustee, 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 or the Trustee 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. Each of the The Depositor, Securities Administrator, the Securities Administrator Servicer, and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicer or the Trustee, as the case may be, Trustee to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees and expensesfees, 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 Certificate Distribution Account.

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 and the TrusteeTrust Fund, 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, such Servicer, the Trustee, the Custodian, the Securities Administrator or the Trustee Trust Fund may sustain as a result of the Master Servicer’s '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 Trust 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. Each of the The Depositor, Securities Administrator, the Securities Administrator applicable Servicer, the Custodian and the Trustee shall immediately upon notice to such Person notify the Master Servicer or Backup Servicer, as applicable, if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or such Servicer, the Trustee, as the case may beSecurities Administrator, the Custodian or the 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 expensesfees, 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 '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 or the Backup Servicer prior to its replacement 172 as Master Servicer or Backup Servicer) of the Master Servicer’s '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 's and Backup Servicer's, as applicable, representations and warranties in this Agreement or (ii) the Master Servicer’s '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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 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 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 claimsDepositor, lossesthe Custodian, 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 performanceNIMS Insurer, except to the extent that costs or liability of Certificate Insurer, 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 Advancing Party and hold it each Holder 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 Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and any Holder may incur or sustain in connection withany way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Depositor, arising out of or related the Trustee, the Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and each Certificateholder, if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsServicer shall assume (with the consent of the Custodian, the Sale AgreementsTrustee, the Step 2 Assignment Agreements Advancing Party and the Certificate Insurer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees and expenses, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the CertificatesServicer, except the Custodian, the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and/or any Certificateholder in respect of such claim. The Servicer shall be reimbursed pursuant to clause tenth of Sections 6.05(d), (e), (f) and (g) for all amounts advanced by it pursuant to the preceding sentence, and for all indemnification payments made by the Servicer to the Custodian pursuant to the Custodial Agreement to the extent that any such loss, liability unrelated to negligence or expense is related to (i) a material breach intentional or willful misconduct of the Master Servicer’s representations , and warranties except that the Servicer shall have no entitlement to any payment pursuant to this sentence when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement or (ii) Agreement, in which event the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Servicer shall reimburse to the Principal and obligations under Interest Account any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by amount paid to the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Servicer as a Reimbursable Amount in respect thereof. The Master Servicer shall be entitled have no lien on the assets of the Trust with respect to reimbursement for any such indemnified amount from funds on deposit amounts advanced pursuant to this Section 9.01 directly as a result of Servicer's failure to service and administer the Mortgage Loans in compliance with the Certificate Accountterms of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Depositor and the Trustee, 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 Depositor or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator The Depositor and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Depositor or the Trustee, as the case may be, Trustee 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 expensesfees, 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 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 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 Certificate Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Responsible Party, the Securities Administrator Administrator, the Custodian, the Trustee and the TrusteeTrust, 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 Servicers, Depositor, the Sponsor, the Responsible Party, the Securities Administrator Administrator, the Custodian, the Trustee or the Trustee 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 Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. Each of the The Depositor, the Sponsor, the Responsible Party, the Securities Administrator Administrator, each Servicer, the Custodian and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Sponsor, the Responsible Party, the Securities Administrator Administrator, each Servicer, the Custodian, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 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 and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the Responsible Party's obligations in connection with the Purchase Agreement, for which the Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to the Purchase Agreement, or (iiiv) 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 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 Certificate Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, 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 Administrator, the Servicers, the Trustee or the Trustee 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. Each of the The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee, as the case may be, 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 expensesfees, 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 Certificate Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each the Depositor, Master Servicer shall be indemnified by the Securities Administrator Trust and the Trustee, and hold them held harmless against, 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 Depositorincurred in connection with any legal action or claim relating to this Agreement, the Securities Administrator any Mortgage Loans, any REO Property or the Trustee may sustain as a result 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 '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 Trust Agreementhereunder. Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the 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 expensesfees, 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 and hold harmless the Trustee from and against any and all claimsTrustee, lossesthe Special Servicer, penaltiesthe Trust, finesthe Depositor, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other costspartner, liabilityrepresentative, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability Affiliate, member, manager, director, officer, employee, agent or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performanceControlling Person 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 the 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 Master Servicer's duties hereunder or by reason of negligent disregard of the Master Servicer's obligations and duties hereunder (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 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 servicer. The Trustee, the Special Servicer, the Paying Agent or sustain the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(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 withtherewith, arising 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, 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 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 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, its Primary Servicing Agreement (but only if, and to the 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 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 applicable Certificate Account any payments certified by such Primary Servicer with respect to the Mortgage Loans to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) The Primary Servicer agrees to indemnify the 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 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 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 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 the Depositor, 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 Certificate Accountclaims.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and to hold them harmless against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the DepositorTrustee, the Securities Administrator or Seller, the Trustee, as the case may be, to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim Certificate Insurer and pay all expenses in connection therewith, including counsel fees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The 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 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 Depositor, the Trustee, the Seller, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out any way related to the failure of or related the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsServicer 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 the Depositor, the Sale AgreementsServicer, the Step 2 Assignment Agreements Trustee, the Seller, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Servicer in accordance with Section 5.08 hereof 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 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 reimbursement. (b) The Trustee may, 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 is an 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 Certificates, except 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 Seller pursuant to the extent that any such loss, liability or expense is related to (isecond sentence of Section 4.04(a)(ii) a material breach of the Master Servicer’s representations and warranties in this Purchase Agreement or (ii) except when the Master Servicer’s willful malfeasance, bad faith or negligence or by reason relevant claim relates directly to the failure of its reckless disregard of the 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 Certificate AccountPurchase Agreement.