Common use of Indemnities by the Servicer Clause in Contracts

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) Person may have hereunder or under applicable law, and law (but subject to such limitations as may be included in consideration of its appointment as the Basic Documents concerning the Servicer's obligations to repurchase Commercial Loans), the Servicer hereby agrees to indemnify each Special of the Deal Agents, the Administrative Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees and agents thereof, together with their respective successors and permitted assigns (each of the foregoing Persons being individually called a "Servicer Indemnified Party Party") from and against any and all actual damages, losses, claims, losses liabilities and liabilities (related reasonable costs and expenses, including reasonable attorneys’ fees) ' fees and disbursements (all of the foregoing being collectively referred to as “Special "Servicer Indemnified Amounts”") awarded against or incurred by any of them arising out of of, or resulting from the breach by the Servicer of any representation, warranty, covenant or obligation of the following (Servicer of, this Agreement, any Basic Document or the Class A Notes, excluding, however, however (xi) Special Servicer Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special any related Servicer Indemnified Party, Party or any Affiliate thereof and (yii) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account losses resulting from the credit risk of the insolvency, bankruptcy or financial inability to pay Obligors of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):Commercial Loans.

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) Parties may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all damages, losses, claims, losses liabilities, deficiencies, costs, disbursements and liabilities (including expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees) ' fees (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (xa) Special Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction finds that such Special Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Special Indemnified Party, Party and (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (zb) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunderownership of Receivable Interests or in respect of any Receivable or any Contract):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (so long as such Special Indemnified Party provides notice to the Servicer within 180 days of the Special Indemnified Party’s actual knowledge of such Special Indemnified Amounts) (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence (including gross negligence in connection with any direct collection actions by the Administrative Agent as successor servicer hereunder) or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Restated Loan Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender Investor, any Bank, any of their respective Affiliates or Managing Agent members or any of their respective Affiliates officers, directors, employees or advisors (each, a “"Special Indemnified Party”") may have hereunder or under applicable lawLaw, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (xa) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (yb) recourse for Mortgage Assets that Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (zc) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunderownership of Receivable Interests or in respect of any Receivable or any Contract):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender Purchaser or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings Purchases hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (so long as such Special Indemnified Party provides notice to the Servicer within 180 days of the Special Indemnified Party's actual knowledge of such Special Indemnified Amounts) (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence (including gross negligence in connection with any direct collection actions by the Administrative Agent as successor servicer hereunder) or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Program Agent, any Lender or Managing Agent Investor Agent, any Conduit, any Bank or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ fees) Indemnified Amounts (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (ya) recourse for Mortgage Assets that Receivables which are not collected, not paid or uncollectible on account of the applicable Obligor’s insolvency, bankruptcy or financial inability to pay pay, (b) Special Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct on the part of any Special Indemnified Party, and (c) income, franchise or branch profits taxes of, or taxes imposed under FATCA on, any Special Indemnified Party, and without duplication of the applicable Obligor compensation, payment or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out reimbursement obligations of or as a result of this Agreement or the Borrowings hereunderTransferor set forth in Section 2.04(e):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) Parties may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all damages, losses, claims, losses liabilities, deficiencies, costs, disbursements and liabilities (including expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees) fees (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (xa) Special Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction finds that such Special Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Special Indemnified Party, Party and (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (zb) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunderownership of Receivable Interests or in respect of any Receivable or any Contract):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a “"Special Indemnified Party”") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Special Indemnified Amounts”") arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Second Restated Loan Agreement or the Borrowings hereunder):

Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, the MERS Agent, any Lender Bank, any of their respective Affiliates or Managing Agent members or any of their respective Affiliates officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under applicable lawLaw, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (xa) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (yb) recourse for Mortgage Assets that Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (zc) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunderownership of Receivable Interests or in respect of any Receivable or any Contract):