Common use of Indemnification; Third Party Claims Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer and any Affiliateagrees to indemnify the Depositor, directorthe Servicer, officerSecurities Administrator, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onTrustee, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans Trust and any B Notes (including REO Loans), as provided in the following paragraph, hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Trustee or the Trust may sustain as a result of the Master Servicer’s (a) willful malfeasance, bad faith or negligence in the performance of its duties hereunder, (b) reckless disregard for its obligations and duties under this Agreement or (c) failure to provide the assessment, attestation and annual statement of compliance in accordance with Section 9.02. The Depositor, the Servicer, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicer, the Securities Administrator, the Trustee or the Trust to indemnification under this Section 9.14, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property Agreement or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to the terms of Master Servicer’s representations and warranties in this Agreement; , (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence on the part of that party in the performance or by reason of its reckless disregard of its duties and obligations or duties under this Agreement or negligent disregard (iii) failure to provide the assessment, attestation and annual statement of compliance in accordance with Section 9.02; provided that any such obligations loss, liability or dutiesexpense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Except as provided The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on deposit in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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: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 Affiliateother costs, directorliability, officerfees and expenses that the Depositor, employee, member, manager the Securities Administrator or agent the Trustee may sustain as a result of the Master Servicer (Servicer’s willful malfeasance, bad faith or negligence in the “performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer Indemnified Parties”) if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall be indemnified assume the defense of any such claim and held harmless out of collections onpay all expenses in connection therewith, including counsel fees and expenses, and other proceeds ofpromptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Mortgage Loans, any Serviced Companion Loans Master Servicer and any B Notes (including REO Loans), as provided in the following paragraph, 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 (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Trust Agreement, any Mortgage LoansServicing Agreement, any Serviced Companion LoansAssignment Agreement, any B Notes, any REO Property the Custodial Agreement or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense (a) is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to Master Servicer’s representations and warranties in the terms of this Agreement; Trust Agreement or (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:Account.

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofTrust, the Mortgage LoansOwner Trustee, any Serviced Companion Loans the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any B Notes (including REO Loans), as provided in the following paragraph, each Noteholder 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 (collectivelythat the Trust, “Master the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Documents. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection 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 and/or a Noteholder in respect of such claim. The Indenture Trustee shall reimburse the Servicer in accordance with any legal action relating to this AgreementSection 5.08 hereof, any out of collections on the Mortgage LoansLoans for the Due Period, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne for all amounts advanced by the party seeking indemnification, without right of reimbursement 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; (ii) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (iii) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions termination of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such 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:Servicer.

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

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

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

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

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

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 Affiliateother costs, directorliability, officerfees and expenses that the Depositor, employee, member, manager the Securities Administrator or agent the Trustee may sustain as a result of the Master Servicer (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 Indemnified Parties”) 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 be indemnified assume the defense of any such claim and held harmless out of collections onpay all expenses in connection therewith, including counsel fees and expenses, and other proceeds ofpromptly 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 Mortgage Loans, any Serviced Companion Loans Trustee from and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments 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 (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to the terms of Master Servicer’s representations and warranties in this Agreement; Agreement or (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:Certificate Account.

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

Indemnification; Third Party Claims. (a) The Master Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Special Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage LoansLoan, any the Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring or any Intercreditor Agreement, and (ii) any action taken by the use of counsel Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the incurring Master Servicer pursuant to any provision of expensesthis 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: (i) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of such obligations or dutiesand duties hereunder. Except as provided in The Special Servicer shall assume the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master Servicer Losses that do not relate primarily claim (with counsel reasonably satisfactory to the administration Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the TrustSpecial 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 any REMIC Pool have acted with willful misfeasance, bad faith 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:negligence.

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

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

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

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

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 Affiliateother costs, directorliability, officerfees and expenses that the Depositor, employee, member, manager the Securities Administrator or agent the Trustee may sustain as a result of the Master Servicer (Servicer’s willful malfeasance, bad faith or negligence in the “performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. Each of the Depositor, the Securities Administrator and the Trustee shall, immediately upon notice to it, notify the Master Servicer Indemnified Parties”) if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall be indemnified assume the defense of any such claim and held harmless out of collections onpay all expenses in connection therewith, including counsel fees and expenses, and other proceeds ofpromptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Mortgage Loans, any Serviced Companion Loans Master Servicer and any B Notes (including REO Loans), as provided in the following paragraph, 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 (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Trust Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion LoansAssignment Agreement, any B Notes, any REO Property the Custodial Agreement or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense (a) is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to Master Servicer’s representations and warranties in the terms of this Agreement; Trust Agreement or (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement or (b) does not constitute an “unanticipated expense” within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:Account.

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

Indemnification; Third Party Claims. (a) The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of In addition to the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as indemnification provided in the following paragraphSection 6.03, Seller shall indemnify and hold harmless Purchaser against any and all claims, losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses that Purchaser may sustain in any way related to (collectivelya) the failure of Seller to perform its duties, “Master Servicer Losses”) incurred obligations, covenants and agreements and service the Mortgage Loans in connection strict compliance with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement or Reconstitution Agreement entered into pursuant to Section 5.05, and/or (b) comply with applicable law. Seller shall immediately notify Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, and Seller shall assume (with the consent of Purchaser) the defense of any 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 Seller or Purchaser in respect of such claim. Seller shall provide Purchaser with a written report of all expenses and advances incurred by Seller pursuant to this Section 13.01 and Purchaser shall promptly reimburse Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to Seller's indemnification pursuant to Section 6.03, or the failure of the Seller to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement; , and/or (b) comply with applicable law. Notwithstanding anything to the contrary in 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 it fails to act in response to any notice delivered to the record holder of the Mortgaged Property if (i) statutory notice was not delivered to Seller, (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; Seller had no actual knowledge of the situation surrounding such notice and (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part Seller's inaction was due entirely to Seller's lack of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard receipt of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:notice.

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

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

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

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

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

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

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

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent of hold the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofTrustee, the Mortgage LoansCo-Trustee, any Serviced Companion Loans the Custodian, the Certificate Insurer and any B Notes (including REO Loans), as provided in the following paragraph, each Certificateholder 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 (collectivelythat the Trustee, “Master the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer Losses”) incurred and the Claims Administrator to perform its duties and service the Mortgage Loans in connection compliance with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes . The Servicer shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , and the Servicer shall assume (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting Trustee) the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master 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 Losses that do not relate primarily from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the administration Holders of the Trust, Class X Certificates from the Pool Remaining Amount Available with respect to any REMIC each Pool or for all amounts advanced by it pursuant to any determination respecting the amount, payment or avoidance of any tax under preceding sentence with respect to the REMIC Provisions Trust Fund except when the Claim relates directly to the failure of the Code Servicer or the actual payment Claims Administrator to service and administer the Mortgages in compliance with the terms of any REMIC tax or expense:this Agreement.

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

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

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

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

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

Indemnification; Third Party Claims. (a) The Master Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of each the Master Special Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B NotesLoan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring Agreement, and (ii) any action taken by the use of counsel Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the incurring applicable Master Servicer pursuant to any provision of expensesthis 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: (i) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceapplicable Certificate Account pursuant to Section 5.2, indemnification for Master Servicer Losses described all expenses in the preceding paragraph (connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in the case respect of such Master Servicer Losses that relate primarily to claim. The indemnification provided herein shall survive the administration termination of this Agreement and the termination or resignation of the TrustSpecial 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 any REMIC Pool have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to any determination respecting the amounta Serviced Companion Loan, 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 out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any such Serviced Companion Loan or any B Note. In the case of any such 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:Loan.

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofTrust, the Mortgage LoansOwner Trustee, any Serviced Companion Loans the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any B Notes (including REO Loans), as provided in the following paragraph, each Noteholder 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 (collectivelythat the Trust, “Master the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection 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 and/or a Noteholder in respect of such claim. The Indenture Trustee shall reimburse the Servicer in accordance with any legal action relating to this AgreementSection 5.08 hereof, any out of collections on the Mortgage LoansLoans for the Due Period, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne for all amounts advanced by the party seeking indemnification, without right of reimbursement 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; (ii) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (iii) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions termination of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such 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:Servicer

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

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer (the “"Master Servicer Indemnified Parties”") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes (including REO Loans)Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “"Master Servicer Losses”") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, expenses other than any loss, liability or expense: (i) specifically required to be borne expense incurred by reason of the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer's willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or dutieshereunder. Except as provided in the following sentencesentence and subject to Section 9.35, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions 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 Sponsor, any NIMS Insurer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onTrustee, and other proceeds oftheir respective officers, the Mortgage Loansdirectors, any Serviced Companion Loans agents and any B Notes (including REO Loans)affiliates, as provided in the following paragraph, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses that the Depositor, the Sponsor, the Trustee or any NIMS Insurer may sustain arising out of or based upon (collectively, “a) any material breach by the Master Servicer Losses”of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b) incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates Section 9.26 or any exercise of any right under this Agreement reasonably requiring the use of counsel information, data or the incurring of expenses, other than any loss, liability or expense: (i) specifically materials required to be borne included in any Exchange Act report , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the party seeking indemnificationMaster Servicer, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (ivc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part of that Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor, the Trustee and any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, or other proceeds ofthe Sponsor, any Serviced Companion Loan the Trustee or any B Note. In NIMS Insurer to indemnification hereunder, whereupon the case Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer Losses that do not relate primarily as a party 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:this Agreement.

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold Issuer, the Bank and the Trustee and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held Noteholders harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal reasonable attorneys' fees and related costscosts (including, but not limited to, any such fees and costs incurred in bankruptcy, receivership or similar proceedings), judgments and any other costs, liabilities, fees and expenses that such Person(s) may sustain because of the (collectively, “Master a) failure of the Servicer Losses”) incurred or subservicer to service the Mortgage Loans or otherwise perform its obligations and duties hereunder in connection compliance with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement, or because of any act or omission by the Servicer or subservicer in connection with its maintenance and custody of any funds, documents and records under this Agreement or its release thereof other than in accordance with this Agreement or (b) breach of any representation or warranty of Servicer in this Agreement, in both cases, except to the extent that such cost, expense, loss, claim, damage, or liability: (i) shall be due to the willful misfeasance, bad faith, or gross negligence of the Trustee or Bank; (ii) relates to any tax other than the taxes with respect to which constitutes a Servicing Advance that the Servicer is otherwise reimbursable under this Agreementrequired to indemnify the Issuer, the Bank, the Trustee or the Noteholders; or (iii) incurred shall be one as to which a party other than the Issuer is required to indemnify the Bank or the Trustee. The Servicer shall immediately notify the Issuer, the Bank, and the Trustee in connection writing, if such a claim is made by a third party with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily respect to the administration Mortgage Loans, and assume, with the prior written consent of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, Bank and other proceeds ofTrustee, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master Servicer Losses that do not relate primarily to claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the administration Bank, the Trustee or any Noteholder. The indemnity in this Section shall survive the termination of this Agreement and the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance appointment of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:successor Servicer.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Sponsor, any NIMS Insurer, the Certificate Insurer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onTrustee, and other proceeds oftheir respective officers, the Mortgage Loansdirectors, any Serviced Companion Loans agents and any B Notes (including REO Loans)affiliates, as provided in the following paragraph, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses that the Depositor, the Sponsor, the Certificate Insurer, any NIMS Insurer or the Trustee may sustain arising out of or based upon (collectively, “a) any material breach by the Master Servicer Losses”of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b) incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates Section 9.26 or any exercise of any right under this Agreement reasonably requiring the use of counsel information, data or the incurring of expenses, other than any loss, liability or expense: (i) specifically materials required to be borne included in any Exchange Act report , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the party seeking indemnificationMaster Servicer, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (ivc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part of that Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor, the Certificate Insurer, any NIMS Insurer and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, or other proceeds ofthe Sponsor, the Certificate Insurer, any Serviced Companion Loan NIMS Insurer or any B Note. In the case Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer Losses that do not relate primarily as a party to the administration of the Trust, to any this Agreement. 171 ARTICLE X 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:ADMINISTRATION

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Trust, the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer, the Back-up Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held each Noteholder harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (collectivelythat the Trust, “Master the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Unaffiliated Seller, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection 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 any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne Section 5.08 hereof for all amounts advanced by the party seeking indemnification, without right of reimbursement 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; (ii) which constitutes a Servicing Advance provided, that is otherwise reimbursable under this Agreement; (iii) incurred the Servicer's indemnity hereunder shall not be in connection with any legal action or claim against the party seeking indemnification, resulting from any breach manner conditioned on the part availability of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of funds for such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:reimbursement.

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

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

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

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

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

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

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

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

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

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent of hold the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofCo-Trustees, the Mortgage LoansCustodian, any Serviced Companion Loans the FHA Custodian, FUNB, the Certificate Insurer and any B Notes (including REO Loans), as provided in the following paragraph, each Certificateholder 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 (collectivelythat the Co-Trustees, “Master the Custodian, the FHA Custodian, FUNB, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer Losses”) incurred and the Claims Administrator to perform its duties and service the Mortgage Loans in connection compliance with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes . The Servicer shall immediately notify the Co-Trustees, the Custodian, the FHA Custodian, FUNB, the Certificate Insurer and each Certificateholder if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , and the Servicer shall assume (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting applicable indemnified parties) the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master 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 Co-Trustees, the Custodian, the FHA Custodian, FUNB, the Certificate Insurer and/or Certificateholder in respect of such claim. The applicable Co-Trustee shall reimburse the Servicer Losses that do not relate primarily from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the administration Holders of the Trust, Class X Certificates from the Pool Remaining Amount Available with respect to any REMIC each Pool or for all amounts advanced by it pursuant to any determination respecting the amount, payment or avoidance of any tax under preceding sentence with respect to the REMIC Provisions Trust Fund except when the claim relates directly to the failure of the Code Servicer or the actual payment Claims Administrator to service and administer the Mortgages in compliance with the terms of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. (a) The Master Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Master Special Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified by the Trust, and held harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, and (ii) any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Certificates Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or any exercise expense (including attorney's fees) incurred in connection with the provision by the Special Servicer of any right under information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement reasonably requiring the use of counsel or the incurring of expensesAgreement, other than any loss, liability or expense: (i) specifically required to be borne expense incurred by the party seeking indemnification, without right reason of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations duties hereunder or duties under this Agreement or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such obligations or duties. Except as provided claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the following sentenceCertificate Account pursuant to Section 5.2, indemnification for Master Servicer Losses described all expenses in the preceding paragraph (connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in the case respect of such Master claim. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer Losses that relate primarily may have to indemnification hereunder or otherwise, unless the administration interest of the Trust is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, to any REMIC Pool or to any determination respecting if a court of competent jurisdiction makes a final, non-appealable judgment that the amount, payment or avoidance of any tax under the REMIC Provisions conduct of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but Special Servicer was not out of collections on, or other proceeds of, any Serviced 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 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:culpable.

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

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

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

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

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

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

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

Indemnification; Third Party Claims. (a) 227 The Master Servicer agrees to indemnify the Depositor, the Sponsor, the Trustee and any AffiliateNIMS Insurer and their respective officers, directordirectors, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified agents and held harmless out of collections onaffiliates, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments judgments, and any other costs, liabilitiesliability, fees and expenses that the Depositor, the Sponsor, the Trustee or any NIMS Insurer may sustain arising out of or based upon (collectively, “a) any material breach by the Master Servicer Losses”of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b) incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates Section 9.26 or any exercise of any right under this Agreement reasonably requiring the use of counsel information, data or the incurring of expenses, other than any loss, liability or expense: (i) specifically materials required to be borne included in any Exchange Act report , provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages, (b) any material misstatement or omission in any information, data or materials provided by the party seeking indemnificationMaster Servicer, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (ivc) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasancenegligence, bad faith or negligence on willful misconduct of the part of that Master Servicer in connection with its performance hereunder. The Depositor, the Sponsor, the Trustee and any NIMS Insurer shall immediately notify the Master Servicer if a claim is made by a third party in the performance of its obligations or duties under with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections onentitling the Depositor, or other proceeds ofthe Sponsor, any Serviced Companion Loan the Trustee or any B Note. In NIMS Insurer to indemnification hereunder, whereupon the case Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer Losses that do not relate primarily as a party 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:this Agreement.

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

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

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Servicers, Depositor, the Securities Administrator, the Trustee and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onTrust, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Securities Administrator, the Trustee or the Trust may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, each Servicer and the Trustee shall promptly notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator, each Servicer, the Trustee or the Trust to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim; 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 this Agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property Agreement or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to the terms of Master Servicer’s representations and warranties in this Agreement; , (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on of the part of that party of a representation or warranty made in this Agreement; or (iv) incurred applicable Servicer’s obligations in connection with any legal action this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or claim against (iii) the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer and any Affiliateagrees to indemnify, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections ondefend, and other proceeds ofhold the Indenture Trustee (as such and in its individual capacity), the Mortgage Loans, any Serviced Companion Loans Owner Trustee (as such and any B Notes (including REO Loansin its individual capacity), as provided in the following paragraph, SBA and each Noteholder and Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses that the Indenture Trustee (collectivelyas such or in its individual capacity), “Master the Owner Trustee (as such or in its individual capacity) the SBA, and any Noteholder or Certificateholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the SBA Loans in connection compliance with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; . Notwithstanding the foregoing but subject to any other obligation of the Servicer to the SBA, (i) the Servicer shall not indemnify the Indenture Trustee, the Owner Trustee, the SBA or any Noteholder or Certificateholder if such acts, omissions or alleged acts constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by such Person and (ii) which constitutes the Servicer shall not indemnify any such Person, for any taxes, including without limitation any federal, state or local income or franchise taxes or other taxes, imposed on or measured by income received by such Person (or any interest or penalties with respect thereto or arising from a Servicing Advance failure to comply therewith) that are required to be paid by such Person in connection herewith to any taxing authority. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the SBA if a claim is otherwise reimbursable under made by any party with respect to this Agreement; , and the Servicer shall assume (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting indemnified party) the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any final judgment or decree which may be entered against the Servicer, the Indenture Trustee (as such or in its individual capacity), the Owner Trustee (as such or in its individual capacity), the SBA, a Noteholder and/or a Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Servicer Losses that do not relate primarily from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the administration preceding sentence except when the claims relates directly to the failure of the Trust, Servicer to any REMIC Pool or to any determination respecting service and administer the amount, payment or avoidance SBA Loans in compliance with the terms of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent of hold the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofIndenture Trustee, the Mortgage LoansIssuer, any Serviced Companion Loans and any B Notes the Seller (including REO Loansif the Seller is not also acting as Servicer), as provided in the following paragraphNote Insurer, each Noteholder and the Arranger, together with their respective directors, officers, employees and agents, harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liabilities, fees and expenses (collectivelythat the Indenture Trustee, “Master Servicer Losses”) incurred in connection with any legal action relating to this Agreementthe Issuer, the Seller, the Note Insurer, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property Noteholder or the Certificates Arranger may sustain directly resulting from the negligence or any exercise willful misconduct of any right under this Agreement reasonably requiring the use Servicer in the performance of counsel its duties hereunder or in the incurring servicing of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to Home Loans in compliance with the terms of this Agreement; . IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE SERVICER SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE SERVICER. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Indenture Trustee, the Issuer, the Seller (ii) which constitutes if the Seller is not also acting as Servicer), the Note Insurer, each Noteholder and the Arranger if a Servicing Advance that claim is otherwise reimbursable under made by a third party with respect to this Agreement; , and the Servicer shall assume (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration consent of the Trust, to any REMIC Pool or to any determination respecting Indenture Trustee and the amount, payment or avoidance of any tax under Issuer) the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master 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 Losses that do (if the Seller is not relate primarily to also acting as Servicer), the administration Indenture Trustee, the Issuer, the Seller, the Note Insurer, any Noteholder and/or the Arranger in respect of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:such claim.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator, the Servicers, the Trustee and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onCustodians, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator, the Servicers, the Trustee or the Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator, the Servicers, the Trustee and the Custodians, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans which would entitle the Depositor, the Servicers, the Trustee or the Custodians to indemnification under this Section 9.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. 107 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 (collectively, “that the Master Servicer Losses”) incurred may incur or sustain in connection with any legal action relating with, arising out of or related to this Agreement, any Mortgage Loansthe Servicing Agreements, any Serviced Companion Loansthe Sale Agreements, any B Notes, any REO Property the Step 2 Assignment Agreements or the Certificates or Certificates, except to the extent that any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any such loss, liability or expense: expense is related to (i) specifically required to be borne by a material breach of the party seeking indemnification, without right of reimbursement pursuant to the terms of Master Servicer’s representations and warranties in this Agreement; Agreement or (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any Master Servicer’s willful misfeasancemalfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement for any such indemnified amount from funds on the part of that party deposit in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion 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:Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and any Affiliate, director, officer, employee, member, manager or agent to hold each of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds ofTrust, the Mortgage LoansOwner Trustee, any Serviced Companion Loans the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and any B Notes (including REO Loans), as provided in the following paragraph, each Noteholder 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 (collectivelythat the Trust, “Master the Owner Trustee, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and any Noteholder may sustain in any way related to the failure of the Servicer Losses”) incurred to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and the other Basic Document. Each indemnified party and the Servicer shall immediately notify the other indemnified parties if a claim is made by a third party with respect to this Agreement and the other Basic Documents, and the Servicer shall assume the defense of any such claim and pay all expenses in connection 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 Note Insurer and/or a Noteholder in respect of such claim. The Indenture Trustee shall reimburse the Servicer in accordance with any legal action relating to this AgreementSection 5.08 hereof, any out of collections on the Mortgage LoansLoans for the Due Period, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne for all amounts advanced by the party seeking indemnification, without right of reimbursement 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; (ii) which constitutes a Servicing Advance provided, that is otherwise reimbursable the Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. The obligations of the Servicer under this Agreement; (iii) incurred in connection with Section 5.19 arising prior to any legal action resignation or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration termination of the Trust, to any REMIC Pool Servicer hereunder shall survive the resignation or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions termination of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such 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:Servicer

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

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

Indemnification; Third Party Claims. (a) The Master Servicer Seller shall indemnify and any Affiliatehold harmless the Purchaser, directorits directors, officerofficers, employeeagents, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections onemployees, and other proceeds ofassignees (each, the Mortgage Loansan "Indemnified Party") from and against any costs, any Serviced Companion Loans and any B Notes damages, expenses (including REO Loansreasonable attorneys' fees and costs, irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costsinjuries, judgments and liabilities or losses ("Losses") suffered or sustained in any other costsway by any such Person, liabilities, fees and expenses no matter how or when arising (collectively, “Master Servicer Losses”) including Losses incurred or sustained in connection with any legal action judgment, award, or settlement), in connection with or relating to (i) a breach by Seller of any of its representations and warranties contained in Article III or (ii) a breach by Seller of any of its covenants and other obligations contained herein. The Seller shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, Revolving Credit Loan and/or any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in respect of such claim. Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that Seller, shall not be obligated to pay or comply with any settlement to which it has not consented. The Servicer shall indemnify and hold harmless each Indemnified Party from and against any Losses suffered or sustained in any way by any such Person, no matter how or when arising (including Losses incurred or sustained in connection with any legal action judgment, award, or claim against the party seeking indemnificationsettlement), resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with or relating to (i) a breach by Servicer of any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its representations and warranties contained in Article III or (ii) a breach by Servicer of any of its covenants and other obligations or duties under contained herein including any failure to service the Revolving Credit Loans in compliance with the terms hereof and in accordance with the standard of care in Section 9.03. The Servicer shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to this Agreement or negligent disregard of such obligations or duties. Except as provided in Agreement, any Revolving Credit Loan and/or any REO Property (ii) assume (with 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 prior written consent of the Trust, to any REMIC Pool or to any determination respecting Purchaser) the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case defense of any such Master claim and pay all expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may be entered against it or the Purchaser in respect of such claim. Nothing contained herein shall prohibit the Purchaser, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings; provided that the Servicer, as applicable, shall not be obligated to pay or comply with any settlement to which it has not consented. The Servicer Losses that do not relate primarily shall be reimbursed from amounts on deposit in the Collection Account for all amounts advanced by it pursuant to the administration of second preceding sentence except when the Trust, claim in any way relates to the Servicer's indemnification for any REMIC Pool or Losses pursuant 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:this Section 9.01. EXECUTION COPY ** Confidential treatment requested

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

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