Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "Servicing of The Mortgage Loans - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee or the Trustee Custodians may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee Custodians to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against 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. The Each of the Depositor, the Securities Administrator and the Trustee shall immediately upon notice to such Person notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee Trustee, as the case may be, to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Certificate Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Servicer or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator Servicer, 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 Servicer or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers 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 Administrator, the Servicers or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, the Serviced Companion Loan, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicer in such capacity. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, the Serviced Companion Loan, as described above, out of the Serviced Companion Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Fiscal Agent, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Primary Servicer with respect to the Principal Loans and the Primary Servicer with respect to the JHREF Loans and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Principal Loans or the JHREF Loans, as the case may be), any Principal Loan (solely with respect to the Primary Servicer for such Principal Loans), any JHREF Loan (solely with respect to the Primary Servicer for such JHREF Loans), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by such Primary Servicer with respect to the Principal Loans or the JHREF Loans, as the case may be, to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) The Primary Servicer with respect to the Principal Loans and the Primary Servicer with respect to the JHREF Loans agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementFiscal Agent, the Custodial Agreement Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of its reckless negligent disregard of its such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation such Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement, the Principal Loans (solely with respect to the Primary Servicer for the Principal Loans) or the JHREF Loans (solely with respect to the Primary Servicer for the JHREF Loans) entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by such Primary Servicer with respect to the Principal Loans or the JHREF Loans, as the case may be, shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence. (e) The Master Servicer shall be entitled not have any liability to reimburse itself the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, any Other Master Servicer, any Other Special Servicer, the holder of the Serviced Companion Loan, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any such indemnified amount Person brings any claims relating to or arising from funds on deposit in the foregoing against the Master Servicer Account(or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account (including with respect to any such claims relating to the Serviced Companion Loan, from amounts held in the Serviced Companion Loan Custodial Account or otherwise) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims. (f) Each Other Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of such Other Master Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the applicable Other Pooling and Servicing Agreement and this Agreement, and relating to the applicable Non-Trust-Serviced Pari Passu Loan (but excluding any such losses allocable to any related Non-Trust-Serviced Companion Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of such Other Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the applicable Other Pooling and Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the related Non-Trust-Serviced Pari Passu Loan, but only to the extent that such losses arise out of the actions of the Master Servicer, the Special Servicer or the Trustee, and only to the extent that such actions are in violation of the such party's duties under the provisions of this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee and the TrusteeTrust, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by the Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. The Depositor, the Securities Administrator Administrator, Sponsor, each Servicer 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 Administrator, each Servicer, the Trustee or the Trustee Trust to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, or (iiiii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer Company agrees to indemnify the Depositor, the Securities Administrator and the Trustee, Purchaser and hold them it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee Purchaser may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasanceCompany to observe and perform its duties, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations obligations, covenants, and duties under this Trust Agreement. 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 agreements to this Trust Agreement or service the Mortgage Loans which would entitle in strict compliance with the Depositorterms of this Agreement, including, but not limited to, the Securities Administrator loss, damage, or the Trustee to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense misplacement of any such claim documentation delivered to the Company pursuant to Section 2.07 and pay all expenses the Company's failure to perform the obligations set forth in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claimSection 11.10. The Trust will Company agrees to indemnify the Master Servicer 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, liabilities, fees and expenses that the Master Servicer Purchaser may incur or sustain in connection withany way from any claim, arising out demand, defense or assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the representation or related 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 Trust Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) 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 such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, the Servicing Agreementsbreach of representation or warranty set forth in Sections 3.01 or 3.02, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancenegligence, bad faith or negligence or by reason willful misconduct of its reckless disregard of its duties and obligations under any such agreementthe Company. The Master Servicer provisions of this Section 8.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Accountsurvive termination of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee or the Trustee Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee Custodians to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Administrator, the Trustee, and the Trust and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. 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 Administrator, the Trustee or the Trustee Trust to indemnification under this Section 8.129.14, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against 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. The Each of the Depositor, the Securities Administrator and the Trustee shall 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 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 feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementagreement 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 deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and the Trustee, and hold them harmless any B Notes against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator 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, judgments and any other costs, liabilities, fees and expenses that the Master (collectively, "Special Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Trust Agreement, the Servicing Agreementsany Mortgage Loans, any Assignment AgreementServiced Companion Mortgage Loans, the Custodial Agreement any B Notes, any REO Property or the CertificatesCertificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, except to liability or expense incurred by reason of the extent that any Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. If such loss, liability or expense is relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to (i) a material breach the administration of the Master Servicer’s representations Trust or any REMIC formed hereunder or the ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pari Passu Loan REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and warranties 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 Agreement Trust) or (ii) the Master Servicer’s willful malfeasancea particular Serviced Companion Mortgage Loan and not any B Note, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any then such agreement. The Master Servicer indemnification shall be entitled to reimburse itself for paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans (and not out of proceeds of any such indemnified amount from funds on deposit in the Master Servicer Accountrelated B Note).

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the TrusteeCustodians, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Servicers, the Trustee or the Trustee Custodians may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator Administrator, the Servicers, the Trustee and the Trustee Custodians, as applicable shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers, the Trustee or the Trustee Custodians to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided, that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to (i) this Agreement, any Mortgage Loan, the Serviced Companion Loan, any REO Property or the Certificates or any exercise of any right under this Agreement or any Intercreditor Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its partners, representatives, Affiliates, members, managers, directors, officers, employees or agents shall in each case be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its the Special Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Special Servicer's obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the Securities Administrator Fiscal Agent, the Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Each Other Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of such Other Special Servicer shall be indemnified by the Trust and held harmless against (i) the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or with any legal action relating to the related to Other Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing Agreementsrelated Non-Trust-Serviced Pari Passu Loan (but excluding any such losses allocable to the related Non-Trust-Serviced Companion Loan), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master related Other Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Other Pooling and obligations under Servicing Agreement and (ii) any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses relating to the related Non-Trust-Serviced Pari Passu Loan, but only to the extent that such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in losses arise out of the actions of the Master Servicer, the Special Servicer Accountor the Trustee, and only to the extent that such actions are in violation of the such party's duties under the provisions of the this Agreement and to the extent that such actions are the result of such party's negligence, bad faith or willful misconduct.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "TRANSACTION PARTIES--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator and the Owner Trustee, and hold them each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Securities Administrator Owner Trustee, and any Noteholder or the Trustee Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Indenture Trustee and the Owner Trustee if a claim is made by a third any party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or them Certificateholder in respect of such claim. The Trust will Indenture Trustee may reimburse the Servicer from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Seller agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Owner Trustee and each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Seller to perform its duties in compliance with the terms of this Trust Agreement and in the best interests of the Noteholders and Certificateholders. The Seller shall immediately notify the Indenture Trustee and the Owner Trustee, if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsSeller shall assume (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Seller, the Indenture Trustee, the Owner Trustee and/or a Noteholder or Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Seller from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Seller indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Seller, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Seller to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Noteholders and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator and the Owner Trustee, and hold them each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Securities Administrator Owner Trustee, and any Noteholder or the Trustee Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Indenture Trustee and the Owner Trustee if a claim is made by a third any party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer, the Indenture Trustee, the Owner Trustee, and/or a Noteholder or them Certificateholder in respect of such claim. The Trust will Indenture Trustee may reimburse the Servicer from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Bank agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Owner Trustee and each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Indenture Trustee, the Owner Trustee, and any Noteholder or Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Bank to perform its duties in compliance with the terms of this Trust Agreement and in the best interests of the Noteholders and Certificateholders. The Bank shall immediately notify the Indenture Trustee and the Owner Trustee, if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsBank shall assume (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Sellers, the Indenture Trustee, the Owner Trustee and/or a Noteholder or Certificateholder in respect of such claim. The Indenture Trustee may reimburse the Bank from the Expense Account pursuant to Section 5.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Bank indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Bank, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Bank to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Noteholders and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, the WestShore Plaza Companion Loan and any B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, the WestShore Plaza Companion Loan, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, the WestShore Plaza Companion Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to the Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such WestShore Plaza Pari Passu Loan and the WestShore Plaza Companion Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the WestShore Plaza Pari Passu Loan and the WestShore Plaza Companion Loan, in the relative proportions provided for in the Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, the WestShore Plaza Companion Loan or any B Note, as described above, out of the WestShore Plaza Companion Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Each Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its related Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of a Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by a Primary Servicer to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related Non-Serviced Mortgage Loan Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) Each Primary Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementFiscal Agent, the Custodial Agreement Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of its reckless negligent disregard of its the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation the applicable Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by a Primary Servicer shall be entitled to reimburse itself for any reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such indemnified amount from funds on deposit in the Master Primary Servicer Accountwas not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as set forth above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) The Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or the Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Primary Servicer to the Trustee and the Paying Agent as required to be made to the Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) The Primary Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementSpecial Servicer, the Custodial Agreement Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the Primary Servicer's duties under this Agreement, the Primary Servicing Agreement or by reason of its reckless negligent disregard of its the Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation the Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the Primary Servicer if a claim is made by any Person with respect to this Agreement, the Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Primary Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Primary Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in reimbursed by the Master party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Primary Servicer Accountwas not culpable or that the Primary Servicer did not act with willful misfeasance, bad faith or negligence.

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

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Purchaser, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Purchaser, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Section 8.13 or 8.14, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to a result of (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) any breach of the Trust Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Master Servicer, the Trustee and the Custodian pursuant to the IndyMac Servicing Agreement, if applicable, (iii) any breach of the Original Loan Seller's obligations in connection with the IndyMac Assignment Agreement, for which the Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the IndyMac Assignment Agreement, or (iiiv) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Distribution Account. The foregoing indemnity shall survive the resignation or removal of the Master Servicer Accountor the termination of this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Certificate Insurer and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or the Trustee Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust will Fund except when the Claim relates directly to the failure of the Servicer to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the Certificate Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Certificate Insurer and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Special Servicer shall be indemnified by the Securities Administrator and the TrusteeTrust, and hold them held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Depositor, Special Servicer in accordance with the Securities Administrator instruction delivered in writing to the Special Servicer by the Trustee or the Trustee may sustain as a result Master Servicer pursuant to any provision of this Agreement in each case and the Master Servicer’s Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder. 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 Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and pay the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust will indemnify shall be reimbursed by the Master Servicer and hold it harmless against any and all claimsSpecial Servicer, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses non-appealable judgment that the Master Special Servicer may incur or sustain in connection with, arising out of or related was found to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s have acted with willful malfeasancemisfeasance, 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 deposit in the Master Servicer Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or Co-Trustee, the Trustee Custodian, the Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust will Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Certificate Insurer and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Pari Passu Loan (or another Mortgage Loan included in the Trust) or a particular Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Pari Passu Loan, other Mortgage Loan or Companion Loan and not out of proceeds of a B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to a specific Pari Passu Loan or Companion Loan related to such A/B Mortgage Loan and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related Pari Passu Loan and Companion Loan. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The Other Special Servicer and any director, officer, employee or agent of the Other Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the Other Pooling and Servicing Agreement and this Trust Agreement, and relating to a Pari Passu Loan (but excluding any such losses allocable to a Companion Loan), reasonably requiring the Servicing Agreements, any Assignment Agreement, the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master Other Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the Other Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or the Trustee and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Business Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee if a claim is made by a third any party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Trustee, and/or Certificateholder in respect of such claim. The Trust will Trustee may reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Business Loans in compliance with the terms of this Agreement. (b) The Seller agrees to indemnify the Master Servicer and hold it the Trustee and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Sellers to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificateholders. The Seller shall immediately notify the Trustee, if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsSeller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Seller, the Trustee and/or Certificateholder in respect of such claim. The Trustee may reimburse the Seller from the Expense Account pursuant to Section 6.03(c)(i) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Seller indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Seller, to perform its obligations to service and administer the Business Loans in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Seller to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Depositor, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Paying Agent or the Master Servicer may incur have to indemnification under this Agreement or sustain in connection withotherwise, arising out unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or related to this Trust Agreementresignation of the Special Servicer, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement Paying Agent or the CertificatesTrustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, except to if a court of competent jurisdiction makes a final, non-appealable judgment that the extent that any such loss, liability or expense is related to (i) a material breach conduct of the Master Servicer’s representations and warranties in the Trust Agreement Special Servicer was not culpable or (ii) the Master Servicer’s found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties the Special Servicer for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement. the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees In addition to the indemnification provided in Section 6.03, Seller shall indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless Purchaser against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee Purchaser may sustain as a result in any way related to the failure of Seller to perform its duties, obligations, covenants and agreements and service the Master Servicer’s willful malfeasance, bad faith or negligence Mortgage Loans in strict compliance with the performance terms of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Seller shall immediately notify the Master Servicer Purchaser if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the DepositorLoans, the Securities Administrator or the Trustee to indemnification under this Section 8.12, whereupon the Master Servicer and Seller shall assume (with the consent of Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment judg-ment or decree which may be entered against it Seller or them Purchaser in respect of such claim. The Trust will indemnify the Master Servicer Seller shall provide Purchaser with a written report of all expenses and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related advances incurred by Seller pursuant to this Trust Section 13.01 and Purchaser shall promptly r▇▇▇-▇▇▇▇▇ 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 AgreementsProcedures, it fails to act in response to any Assignment Agreement, the Custodial Agreement or the Certificates, except notice delivered to the extent that any such loss, liability or expense is related to record holder of the Mortgaged Property if (i) a material breach statutory notice was not delivered to Seller and the record holder did not notify Seller of the Master Servicer’s representations and warranties in the Trust Agreement or receipt of such notice, (ii) Seller had no actual knowledge of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason situation surrounding such notice and (iii) Seller's inaction was due entirely to Seller's lack of its reckless disregard receipt of its duties and obligations under any such agreementnotice. The Master Servicer provisions of this Section 13.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive termination of this Agreement and transfer of the Master Servicer Accountservicing rights.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to the WestShore Plaza Pari Passu Loan (or another Mortgage Loan included in the Trust) or the WestShore Plaza Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such WestShore Plaza Pari Passu Loan, other Mortgage Loan or the WestShore Plaza Companion Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Mortgage Loan Companion Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. 131 (a) The Master Servicer, the Special Servicer and each of their respective directors, officers, employees and agents shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust Fund, other than any loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof; (ii) that constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from reckless disregard of such obligations or duties, or (iv) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement. Each of the Master Servicer and the Special Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement, the Certificates or any asset of the Trust Fund entitling the Master Servicer or the Special Servicer, as the case may be, to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable) and pay out of the Collection Account all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy out of the Collection Account any judgment or decree that may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer or the Special Servicer may have to indemnification under this Agreement or otherwise, unless the Trust's defense of such claim is prejudiced thereby and the Trustee delivers a certification explaining the prejudice. The Trustee or the Master Servicer shall promptly make from the Collection Account any payments certified by the Master Servicer or the Special Servicer to the Trustee as required to be made to the Master Servicer or the Special Servicer, as the case may be, pursuant to this Section 8.27(a). The indemnification provided herein shall survive the resignation or termination of the Master Servicer or the Special Servicer. (b) The Master Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Special Servicer (if different than the Master Servicer), the Depositor, the Securities Administrator and the Trusteeany director, officer, employee or agent thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that the Depositor, the Securities Administrator or the Trustee any of them may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (unless such claim, loss, penalty, fine, forfeiture, legal fee and related cost or judgment results from the willful misfeasance, bad faith or negligence of such indemnified party), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor Master Servicer. The Each of the Trustee, the Depositor, the Securities Administrator Special Servicer (if different than the Master Servicer), and the Trustee Fiscal Agent shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement, the Certificates or any asset of the Trust Agreement or Fund entitling the Mortgage Loans which would entitle Trust, the Trustee, the Depositor, the Securities Administrator Special Servicer or the Trustee Fiscal Agent, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the Special Servicer, or the Fiscal Agent, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which that may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Trustee, the Depositor, Special Servicer, or the Fiscal Agent may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby and the Master Servicer delivers a certification explaining the prejudice. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent. (c) The Special Servicer agrees to indemnify the Trust, the Trustee, the Fiscal Agent, the Master Servicer (if different than the Special Servicer), the Depositor, and any director, officer, employee or agent thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer any of them may incur sustain arising from or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the Special Servicer's duties hereunder or by reason of its reckless disregard of its the Special Servicer's obligations and duties hereunder by the Special Servicer (unless such claim, loss, penalty, fine, forfeiture, legal fee and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any related cost or judgment results from the willful misfeasance, bad faith or negligence of such indemnified amount from funds on deposit in party). Each of the Trustee, the Fiscal Agent, the Master Servicer Account(if different than the Special Servicer) and the Depositor shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Agreement, the Certificates or any asset of the Trust Fund entitling the Trust or the Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree that may be entered against it or them in respect of such claim. Any failure to so notify the Special Servicer shall not affect any rights the Trust, the Trustee, the Fiscal Agent, the Master Servicer or the Depositor may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Special Servicer, the Master Servicer, the Trustee and the Fiscal Agent.

Indemnification; Third Party Claims. 245- (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "Servicing of The Mortgage Loans - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. The Each of the Master Servicer agrees and the Backup Servicer agree to indemnify the Depositor, each Servicer, the Trustee, the Custodian, the Securities Administrator and the TrusteeTrust Fund, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, such Servicer, the Trustee, the Custodian, the Securities Administrator or the Trustee Trust Fund may sustain as a result of the Master Servicer’s 's or Backup Servicer's respective willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, including, without limitation, its obligations under Sections 3.02(e), 3.22 and 3.23 notwithstanding any transfer to a successor master servicer or securities administrator, as the case may be. The Depositor, Securities Administrator, the Securities Administrator applicable Servicer, the Custodian and the Trustee shall immediately notify the Master Servicer or Backup Servicer, as applicable, if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, such Servicer, the Trustee, the Securities Administrator Administrator, the Custodian or the Trustee Trust Fund to indemnification under this Section 8.129.12, whereupon the Master Servicer or the Backup Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Each of the Master Servicer and the Backup Servicer agree to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such respective liability or obligations of the Master Servicer or Backup Servicer, as applicable, and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer or the Backup Servicer prior to its replacement as Master Servicer or Backup Servicer) of the Master Servicer's or Backup Servicer's obligations, as applicable, duties or responsibilities under such agreement. The Trust Fund will indemnify each of the Master Servicer and Backup Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer or Backup Servicer, as applicable may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's and Backup Servicer's, as 170 applicable, representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's and Backup Servicer's, as applicable, willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Each of the Master Servicer and Backup Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the DepositorSpecial Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and the Trustee, and hold them harmless any B Notes against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator 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, judgments and any other costs, liabilities, fees and expenses that the Master (collectively, "Special Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Trust Agreement, the Servicing Agreementsany Mortgage Loans, any Assignment AgreementServiced Companion Mortgage Loans, the Custodial Agreement any B Notes, any REO Property or the CertificatesCertificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, except to liability or expense incurred by reason of the extent that any Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. If such loss, liability or expense is relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to (i) a material breach the administration of the Master Servicer’s representations Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and warranties 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 Agreement Trust) or (ii) the Master Servicer’s willful malfeasancea particular Serviced Companion Mortgage Loan and not any B Note, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any then such agreement. The Master Servicer indemnification shall be entitled to reimburse itself for paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans (and not out of proceeds of any such indemnified amount from funds on deposit in the Master Servicer Accountrelated B Note).

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Issuer, the Seller, the Securities Administrator Insurer and the Trustee, each Securityholder harmless from 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 DepositorIndenture Trustee, the Issuer, the Seller, the Securities Administrator Insurer or the Trustee any Securityholder may sustain as a result directly resulting from the negligence or willful misconduct of the Master Servicer’s willful malfeasance, bad faith or negligence Servicer in the performance of its duties hereunder or by reason in the servicing of its reckless disregard for its obligations and duties under the Home Loans in compliance with the terms of this Trust 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 DepositorServicer shall not be liable or responsible for any of the representations, the Securities Administrator and the Trustee covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Master Servicer Indenture Trustee, the Issuer, the Seller, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and pay 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 it or them the Servicer, the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and/or any Securityholder in respect of such claim. . (b) The Trust will Seller agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilitiesfees and expenses that the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Seller in the performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE SELLER SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE SELLER. The Seller shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Seller, the Servicer, the Indenture Trustee, the Issuer, the Securities Insurer and/or any Securityholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementIndenture Trustee, the Servicing Agreements, any Assignment AgreementIssuer, the Custodial Agreement Servicer, the Securities Insurer or any Securityholder may sustain directly resulting from the Certificates, except to the extent that any such loss, liability negligence or expense is related to (i) a material breach willful misconduct of the Master Servicer’s representations and warranties Transferor in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE TRANSFEROR SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE TRANSFEROR. The Transferor shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and obligations under each Securityholder if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such agreement. claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Transferor, the Servicer, the Indenture Trustee, the Issuer, the Securities Insurer and/or any Securityholder in respect of such claim. (d) The Master Servicer obligations of the Servicer, the Seller and the Transferor under this Section 9.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive the Master Servicer Accounttermination of this Agreement.

Indemnification; Third Party Claims. The Each Master Servicer agrees to indemnify and any director, officer, employee or agent of such Master Servicer (the Depositor"Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Securities Administrator Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the Trusteefollowing paragraph, 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. 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, judgments and any other costs, liabilities, fees and expenses that the (collectively, "Master Servicer may incur or sustain Losses") incurred in connection with, arising out of or related with any legal action relating to this Trust Agreement, the Servicing Agreementsany Mortgage Loans, any Assignment AgreementServiced Companion Mortgage Loans, the Custodial Agreement any B Notes, any REO Property or the Certificates, except to Certificates or any exercise of any right under this Agreement reasonably requiring the extent that use of counsel or the incurring of expenses other than any such loss, liability or expense is related to (i) a material breach incurred by reason of the applicable Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or by reason to any determination respecting the amount, payment or avoidance of its reckless disregard any tax under the REMIC provisions of its duties the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and obligations under other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such agreement. The Master Servicer shall be entitled Losses that do not relate primarily to reimburse itself for the administration of the Trust, to any such indemnified amount from funds on deposit in REMIC Pool or to any determination respecting the Master Servicer Account.amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense:

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the DepositorOwner, its successors and assigns, any agent of the Securities Administrator Owner, and the TrusteeMaster Servicer, and hold them each of such Persons harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that such Person may sustain in any way related to the Depositorfailure of the Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Servicer contained herein. Additionally, the Securities Administrator Servicer agrees to indemnify the Guarantor and hold it harmless against any and all losses resulting from a shortfall in any collection or liability resulting from or attributable to an adjustment to the Trustee may sustain as Mortgage Interest Rate of a result ▇▇▇▇▇▇ ▇▇▇ Loan that was made by the Servicer in a manner not consistent with the terms 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 related Mortgage Note and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Owner, the Guarantor or other indemnified Person if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle Loans, assume (with the Depositorconsent of the Owner, the Securities Administrator or Guarantor, if applicable, and such other Indemnified Person and with counsel reasonably satisfactory to the Trustee to indemnification under this Section 8.12Owner, whereupon the Master Servicer shall assume Guarantor, if applicable, and such Person) 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 such other indemnified Person in respect of such claim but failure to so notify the Owner, the Guarantor and such other indemnified Person shall not limit its obligations hereunder. The Servicer agrees that it will not enter into any settlement of any such claim without the consent of the Owner, the Guarantor, if applicable, and such other indemnified Person unless such settlement includes an unconditional release of the Owner, the Guarantor and such other indemnified Person from all liability that is the subject matter 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 that the Master Servicer may incur or sustain in connection with, arising out provisions of or related to this Trust Section 8.01 shall survive termination of this Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Co- Trustee, the Owner Trustee, the Custodian, and hold them each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or Co-Trustee, the Trustee Owner Trustee, the Custodian, and any Noteholder and Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and each Noteholder and Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and/or Noteholder or them Certificateholder in respect of such claim. The Trust will Trustee shall reimburse the Servicer from amounts otherwise payable to the Holder of the GP Interest for all amounts advanced by it pursuant to the preceding sentence except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Loans in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and any Noteholder or Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Noteholders and the Certificateholders. The Representative shall immediately notify the Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee, the Owner Trustee, the Custodian, and/or Noteholder or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from amounts otherwise payable to the Holder of the GP Interest for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Loans in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Noteholders and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Administr▇▇▇▇ ▇▇▇ 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 '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, Securities Administrator, the Securities Administrator Servicer, 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 Servicer or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Issuer, the Indenture Trustee, the Note Insurer, the Owner Trustee, the Credit Risk Manager, the Securities Administrator and the Trustee, Master Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Issuer, the Note Insurer, the Indenture Trustee, the Owner Trustee, the Credit Risk Manager, the Securities Administrator or the Trustee Master Servicer may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in failure of the performance of Servicer to perform its duties hereunder or by reason of its reckless disregard for and its obligations and duties under this Trust Agreement and its duties and obligations to service the Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the Note Insurer, the Credit Risk Manager, the Owner Trustee, the Securities Administrator and or the Trustee Master Servicer shall immediately as promptly as practicable 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 entitling the Depositor, the Issuer, the Credit Risk Manager, the Indenture Trustee, the Note Insurer, the Owner Trustee, the Securities Administrator or the Trustee Master Servicer to indemnification under this Section 8.125.13, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. . (b) The Trust will indemnify Depositor, the Servicer, the Credit Risk Manager, the Master Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Servicer, the Credit Risk Manager, the Master Servicer and hold it the Securities Administrator shall be indemnified by the Trust Fund and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related incurred in connection with any audit, controversy or judicial proceeding relating to (i) a material breach of the Master Servicer’s representations and warranties in the Trust governmental taxing authority or any legal action relating to this Agreement or (ii) the Master Servicer’s Notes or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of such Person’s duties hereunder or by reason of its reckless disregard of its such Person’s obligations and duties and obligations hereunder. None of the Depositor, the Servicer, the Credit Risk Manager, the Master Servicer or the Securities Administrator shall be under any such agreement. The obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Servicer, the Master Servicer and the Securities Administrator may in its sole discretion undertake any such that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Servicer, the Master Servicer and the Securities Administrator shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in be reimbursed therefor out of the Master Servicer Payment Account.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, the Federal Center Plaza Companion Loan and any B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, the Federal Center Plaza Companion Loan, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, the 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 formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to the Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the Federal Center Plaza Pari Passu Loan and the Federal Center Plaza Companion Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Federal Center Plaza Pari Passu Loan and the Federal Center Plaza Companion Loan, in the relative proportions provided for in the Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, the Federal Center Plaza Companion Loan or any B Note, as described above, out of the Federal Center Plaza Companion Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Each Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its related Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of a Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by a Primary Servicer to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) The 2003-TOP9 Master Servicer and any director, officer, employee or agent of the 2003-TOP9 Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the 2003-TOP9 Pooling and Servicing Agreement and this Agreement, and relating to the 1290 Pari Passu Loan and the Perryville I Corporate Park Office Pari Passu Loan (but excluding any such losses allocable to the 2003-TOP9 Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of the 2003-TOP9 Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the 2003-TOP9 Pooling and Servicing Agreement. (e) Each Primary Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementFiscal Agent, the Custodial Agreement Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of its reckless negligent disregard of its the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation the applicable Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by a Primary Servicer shall be entitled to reimburse itself for any reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such indemnified amount from funds on deposit in the Master Primary Servicer Accountwas not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2003-TOP9 Special Servicer and any director, officer, employee or agent of the 2003-TOP9 Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the 2003-TOP9 Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing Agreements1290 Pari Passu Loan and the Oakbrook Center Pari Passu Loan (but excluding any such losses allocable to the 2003-TOP9 Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master 2003-TOP9 Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2003-TOP9 Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. The Master Servicer ▇▇▇▇▇▇▇▇ agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator Servicer, 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 Servicer or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee’s assumption (not including the Trustee’s performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.129.09(a), whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will . (b) WMMSC shall indemnify the Master Servicer Trustee and the Securities Administrator and hold it each of them harmless against for any loss, liability, damage, claim or expense (other than any special, indirect, punitive or consequential loss, liability, damage, claim or expense) of the Trustee and all claimsthe Securities Administrator arising from any failure of WMMSC to provide, lossesor to cause to be provided, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe loan level information or data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee or Securities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementtimely basis. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.130

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Depositor 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 Depositor or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator Depositor 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 Depositor 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

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

Indemnification; Third Party Claims. The Master Servicer ▇▇▇▇▇▇▇▇ agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against against, any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Each of the Depositor, the Securities Administrator and the Trustee shall 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 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 feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementagreement 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 deposit in the Master Servicer Account.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee and the Paying Agent shall not affect any rights the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Trust, the Depositor, the Securities Administrator and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Depositor, and the Securities Administrator or the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, or the Depositor, the Securities Administrator and the Trustee as applicable, 143 153 shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer, the Paying Agent, or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent, the Depositor, or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it harmless against any and all claimsthe resignation or termination of the Master Servicer, lossesthe Fiscal Agent, penaltiesthe Special Servicer, fines, forfeitures, legal fees and related costs, judgmentsthe Paying Agent, and any other coststhe Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, liabilitiesif a court of competent jurisdiction makes a final, fees and expenses non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer may incur did not act with willful misfeasance, bad faith or sustain in connection with, arising out of or related to this Trust Agreementnegligence. (c) The Master Servicer shall indemnify and hold harmless the Trust, the Servicing AgreementsTrustee, the Fiscal Agent and the Paying Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent, the Trustee or the Paying Agent from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee, Fiscal Agent or the Paying Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any Assignment Agreementuntrue statement of a material fact contained in the Preliminary Prospectus Supplement or Final Prospectus Supplement or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, Trustee, Fiscal Agent or Paying Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Custodial Agreement Trustee, the Fiscal Agent, or the CertificatesPaying Agent or any such director, except officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information concerning the Master Servicer furnished to the Depositor by or on behalf of the Master Servicer specifically for inclusion therein. The Trustee, the Fiscal Agent or the Paying Agent, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Section 8.25(c) entitling the Trust or the Trustee, the Fiscal Agent or the Paying Agent, as the case may be, or any of its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Fiscal Agent, liability the Trustee or expense Paying Agent, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Fiscal Agent, the Paying Agent and the Trustee may have to indemnification under this Section 8.25(c), unless the Master Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification 144 154 provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer’s representations , the Fiscal Agent, the Paying Agent and warranties in the Trust Agreement or Trustee. (iid) The parties expressly agree that the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in only written information concerning the Master Servicer Accountfurnished by or on behalf of the Master Servicer for inclusion in the Preliminary Prospectus Supplement and Final Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer" and under the caption "DESCRIPTION OF THE MORTGAGE POOL - The Sellers Well▇ ▇▇▇go" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.129.09(a), whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will . (b) WMMSC shall indemnify the Master Servicer Trustee and the Securities Administrator and hold it each of them harmless against for any loss, liability, damage, claim or expense (other than any special, indirect, punitive or consequential loss, liability, damage, claim or expense) of the Trustee and all claimsthe Securities Administrator arising from any failure of WMMSC to provide, lossesor to cause to be provided, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe loan level information or data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee or Securities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementtimely basis. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.110

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2001-TOP3 Special Servicer and any director, officer, employee or agent of the 2001-TOP3 Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the 2001-TOP3 Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing AgreementsPari Passu Loan (but excluding any such losses allocable to the 2001-TOP3 Mortgage Loan), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master 2001-TOP3 Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2001-TOP3 Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities Administrator and Fiscal Agent, the Trustee Depositor or the Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Depositor or the Master Servicer may incur or sustain in connection with, arising out of or related have to indemnification under this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or otherwise, unless the Certificates, except to Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the extent that any such loss, liability termination of this Agreement and the termination or expense is related to (i) a material breach resignation of the Master Servicer’s representations and warranties in Special Servicer or the Trust Agreement Trustee or (ii) Fiscal Agent. Any expenses incurred or indemnification payments made by the Master Servicer’s Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties the Special Servicer for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement. the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Certificate Insurer and hold them each Certificateholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator Certificate Insurer, any such Certificateholder or the Trustee any such other indemnified Person may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay 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 it or them the Servicer, the Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trust will Trustee may reimburse the Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. (b) The Depositor agrees to indemnify the Master Servicer and hold it the Trustee, the Certificate Insurer and each Certificateholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Certificate Insurer, any Certificateholder and/or any such other indemnified person may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an Affiliate thereof, or the failure of the Depositor to perform their respective duties in compliance with the terms of this Trust Agreement. The Depositor shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement and the Depositor shall assume (with the consent of the Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trustee may, if necessary, reimburse the Depositor from amounts otherwise distributable on the Class R Certificates if the claim is made with respect to this Agreement for all amounts advanced by it pursuant to the preceding sentence, except when the claim relates directly to the failure of a Servicer, if it is, or is an affiliate of, the Depositor, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations and warranties Depositor to perform its duties in compliance with the terms of this Agreement. (c) The Depositor agrees to indemnify the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself Fund for any such indemnified amount liability arising from funds on deposit the naming of the Trust Fund as a defendant in its capacity as an assignee of the Master Servicer Accountlender in an action under the ▇▇▇▇▇▇ Community Development and Regulatory Improvement Act of 1994.

Indemnification; Third Party Claims. (a) The Master Servicer Subservicer agrees to indemnify the Depositor, the Trust, the Indenture Trustee, the Owner Trustee, the Servicing Rights Owner, the Securities Administrator and the Trustee, Master Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Trust, the Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Trustee Master Servicer may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in failure of the performance of Subservicer to perform its duties hereunder or by reason of its reckless disregard for and its obligations and duties under this Trust Agreement and its duties and obligations to service the Mortgage Loans in compliance with the terms of this Agreement. The Depositor, the Securities Administrator and Trust, the Trustee Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Master Servicer shall immediately notify the Master Servicer Subservicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator Trust, the Indenture Trustee, the Owner Trustee, the Servicing Rights Owner or the Trustee Master Servicer to indemnification under this Section 8.126.15, whereupon the Master Servicer Subservicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. . (b) The Trust will indemnify Depositor, the Subservicer, the Master Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Master Servicer and hold it the Subservicer shall be indemnified by the Trust Fund and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related incurred in connection with any audit, controversy or judicial proceeding relating (to (i) a material breach of the Master Servicer’s representations and warranties in the Trust governmental taxing authority or any legal action relating to this Agreement or (ii) the Master Servicer’s Notes or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties hereunder or by reason of its reckless disregard of its obligations and duties and obligations hereunder. None of the Depositor, the Master Servicer or the Subservicer shall be under any such agreement. The obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor, the Master Servicer and the Subservicer may in its sole discretion undertake any such that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Subservicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in be reimbursed therefor out of the Master Servicer Collection Account.

Indemnification; Third Party Claims. (a) The Master Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the party responsible if a court of competent jurisdiction makes a final, non-appealable judgment that such Person was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Paying Agent, the Depositor, the Securities Administrator Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Paying Agent, the Depositor and the TrusteeServicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Paying Agent, the Depositor or the Trustee Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities Administrator and Fiscal Agent, the Trustee Paying Agent, the Depositor or the Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Paying Agent, the Depositor or the Trustee Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Paying Agent, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Depositor or the Servicer may incur or sustain in connection with, arising out of or related have to indemnification under this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or otherwise, unless the Certificates, except to Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the extent that any such loss, liability termination of this Agreement and the termination or expense is related to (i) a material breach resignation of the Master Servicer’s representations and warranties in Special Servicer or the Trust Agreement Trustee or (ii) Fiscal Agent. Any expenses incurred or indemnification payments made by the Master Servicer’s Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that such person was found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties and obligations under any such agreement. The Master the Special Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit inclusion in the Master Servicer AccountProspectus Supplement is the information set forth in the paragraphs under the caption "Servicing of the Mortgage Loans--The Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the 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. The Each of the Depositor, the Securities Administrator and the Trustee shall 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 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 feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementagreement 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 deposit in the Master Servicer Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities Administrator and Fiscal Agent, the Trustee Depositor or the Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Depositor or the Master Servicer may incur have to indemnification under this Agreement or sustain in connection withotherwise, arising out unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or related resignation of the Special Servicer or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to this Trust Agreementhave acted with willful misfeasance, bad faith or negligence. (c) The Special Servicer shall indemnify and hold harmless the Trust, the Servicing AgreementsTrustee and the Fiscal Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent or the Trustee from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee or Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any Assignment Agreementuntrue statement of a material fact contained in the Preliminary Prospectus Supplement or Final Prospectus Supplement or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, Trustee or Fiscal Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Custodial Agreement Trustee, the Fiscal Agent or the Certificatesany such director, except officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information concerning the Special Servicer furnished to the Depositor by or on behalf of the Special Servicer specifically for inclusion therein. The Trustee or the Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Section 9.24(c) entitling the Trust or the Trustee or the Fiscal Agent, as the case may be, or any of its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Fiscal Agent or the Trustee, liability as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or expense decree which may be entered against it or them in respect of such claim. Any failure to so notify the Special Servicer shall not affect any rights the Trust, the Fiscal Agent and the Trustee may have to indemnification under this Section 9.24(c), unless the Special Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Special Servicer’s representations , the Fiscal Agent and warranties the Trustee. (d) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Trust Agreement or (ii) Prospectus Supplement is the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations information set forth in the paragraphs under any such agreement. the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer ▇▇▇▇▇▇▇▇ agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s '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, Securities Administrator, the Securities Administrator Servicer, 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 Servicer or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2000-WF2 Special Servicer and any director, officer, employee or agent of the 2000-WF2 Special Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain (collectively, "Losses") incurred in connection with, arising out of or related with any legal action relating to the 2000-WF2 Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing AgreementsPari Passu Loan (but excluding any such Losses allocable to the 2000-WF2 Trust Fund Mortgage Loan), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach Losses incurred by reason of the Master 2000-WF2 Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2000-WF2 Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Special Servicer agrees to indemnify and any director, officer, employee or agent of the Depositor, Special Servicer shall be indemnified by the Securities Administrator and the TrusteeTrust, and hold them held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilityliabilities, fees and expenses that incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Depositor, Special Servicer in accordance with the Securities Administrator instruction delivered in writing to the Special Servicer by the Trustee or the Trustee may sustain as a result Master Servicer pursuant to any provision of this Agreement in each case and the Master Servicer’s Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorney's fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder. The Depositor, Special Servicer shall promptly notify the Securities Administrator Trustee and the Trustee shall immediately notify the Master Servicer Paying Agent if a claim is made by a third party with respect to this Trust Agreement hereto or the Specially Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee Special Servicer to indemnification under this Section 8.12hereunder, whereupon the Master Servicer Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and pay the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The Trust will indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Paying Agent, the Depositor, the Master Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Paying Agent, the Depositor and the Master Servicer, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer may incur sustain arising from or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless negligent disregard of its obligations and duties and obligations under any such agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer shall be entitled immediately notify the Special Servicer if a claim is made by a third party with respect to reimburse itself for this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such indemnified amount from funds on deposit claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer, as the case may be) and pay all expenses in connection therewith, 171 181 including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Special Servicer shall not affect any rights the Trust or the Trustee, the Fiscal Agent, the Paying Agent, the Depositor or the Master Servicer Accountmay have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Prospectus Supplement is the information set forth in the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Sponsor, 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 Sponsor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Section 8.13 or 8.14, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. The Depositor, the Sponsor, the Securities Administrator and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party 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 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust applicable Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Master Servicer, the Trustee and the Custodian pursuant to the related Servicing Agreement if applicable, (iii) resulting from any breach of the Original Loan Seller's obligations in connection with the applicable Assignment Agreement, for which the Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the applicable Assignment Agreement, or (iiiv) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Distribution Account. The foregoing indemnity shall survive the resignation or removal of the Master Servicer Accountor the termination of this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer may have to 131 indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administrator and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, and the Securities Administrator or the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Depositor, or the Securities Administrator and the Trustee Fiscal Agent, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the Securities Administrator Special Servicer, the Trust or the Trustee Fiscal Agent to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Depositor, or the Fiscal Agent, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it harmless against any the resignation or termination of the Master Servicer, the Special Servicer, the Trustee and all claimsthe Fiscal Agent. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer may incur did not act with willful misfeasance, bad faith or sustain in connection with, arising out of or related to this Trust Agreementnegligence. (c) The Master Servicer shall indemnify and hold harmless the Trust, the Servicing AgreementsTrustee, the Fiscal Agent each of their respective directors, each of their respective officers, employees, agents and any Controlling Person of the Fiscal Agent or the Trustee from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee, the Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any Assignment Agreementuntrue statement of a material fact contained in the Prospectus Supplement or in the Private Placement Memorandum, or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, the Custodial Agreement Fiscal Agent or Trustee 140 or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the CertificatesTrust, except the Trustee, the Fiscal Agent or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information concerning the Master Servicer furnished to the Depositor by or on behalf of the Master Servicer specifically for inclusion therein. The Fiscal Agent or the Trustee, as applicable, shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Section 8.25(c) entitling the Trust, the Fiscal Agent or the Trustee, or any of their respective directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Fiscal Agent or the Trustee, liability as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or expense decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer shall not affect any rights the Trust, the Fiscal Agent and the Trustee may have to indemnification under this Section 8.25(c), unless the Master Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer’s representations , the Fiscal Agent and warranties in the Trust Agreement or Trustee. (iid) The parties expressly agree that the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in only written information concerning the Master Servicer Accountfurnished by or on behalf of the Master Servicer for inclusion in the Prospectus Supplement is the information set forth under the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer" on page S-76 and under the caption "DESCRIPTION OF THE MORTGAGE POOL - The Sell▇▇▇ - ▇▇▇▇▇ ▇▇▇go" on page S-71 of the Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.129.09(a), whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will . (b) WMMSC shall indemnify the Master Servicer Trustee and the Securities Administrator and hold it each of them harmless against for any loss, liability, damage, claim or expense (other than any special, 109 indirect, punitive or consequential loss, liability, damage, claim or expense) of the Trustee and all claimsthe Securities Administrator arising from any failure of WMMSC to provide, lossesor to cause to be provided, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe loan level information or data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee or Securities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Accounttimely basis.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall promptly notify the Trustee and the Paying Agent if a claim is made by a third party with respect hereto or the Specially Serviced Mortgage Loans entitling the Special Servicer to indemnification hereunder, whereupon the Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Trust is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party responsible, or if not recovered by the Special Servicer from such Person, then by the Trust, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Depositor, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Paying Agent or the Master Servicer may incur have to indemnification under this Agreement or sustain in connection withotherwise, arising out unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or related to this Trust Agreementresignation of the Special Servicer, the Servicing AgreementsPaying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The Special Servicer shall indemnify and hold harmless the Trust, the Trustee and the Fiscal Agent, and each of their respective directors, each of its officers, employees, agents and any Controlling Person of the Fiscal Agent or the Trustee from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Trust, the Trustee or Fiscal Agent, or any such director, officer, employees, agents or such Controlling Person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any Assignment Agreementuntrue statement of a material fact contained in the Preliminary Prospectus Supplement, the Custodial Agreement Final Prospectus Supplement or in the CertificatesPrivate Placement Memorandum, except or arises out of, or is based upon the omission to state therein a material fact necessary to make the statements therein not misleading, and shall reimburse the Trust, Trustee or Fiscal Agent or any such director, officer, employee, agent or Controlling Person for any legal and other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information concerning the Special Servicer furnished to the Depositor by or on behalf of the Special Servicer specifically for inclusion therein. The Trustee or the Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a claim is made by a third party with respect to this Section 9.24(c) entitling the Trust or the Trustee or the Fiscal Agent, as the case may be, or any of its directors, officers, employees, agents or Controlling Persons, as the case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such lossclaim (with counsel reasonably satisfactory to the Fiscal Agent or the Trustee, liability as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or expense decree which may be entered against it or them in respect of such claim. Any failure to so notify the Special Servicer shall not affect any rights the Trust, the Fiscal Agent and the Trustee may have to indemnification under this Section 9.24(c), unless the Special Servicer's defense of such claim is related to (i) a material breach materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Special Servicer’s representations , the Fiscal Agent and warranties the Trustee. (d) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Trust Agreement or (ii) Preliminary Prospectus Supplement and the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations Final Prospectus Supplement is the information set forth in the paragraphs under any such agreement. the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, the Depositor, the Securities Administrator Custodian, the Trustee, the Certificate Insurer and the TrusteeTrust, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, the Depositor, the Securities Administrator Custodian, the Trustee, the Certificate Insurer or the Trustee may sustain Trust actually sustains 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 Custodian, each Servicer and the Trustee shall immediately promptly notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Custodian, each Servicer, the Trustee, the Certificate Insurer or the Trustee Trust to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim; provided, however, that failure to so notify shall not relieve the Master Servicer of its responsibility to indemnify hereunder except to the extent that it has been materially prejudiced by such failure. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys’ fees) that the Trustee actually sustains 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in this Agreement, (ii) resulting from any breach of the Trust applicable Servicer’s obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05 or (iiiii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Co-Trustee, the Certificate Insurer and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or Co-Trustee, the Trustee Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class R Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust will Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the Co-Trustee, the Certificate Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee may reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class R Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Certificate Insurer and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator and the Owner Trustee, the Trust Administrator, the Custodian and hold them each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Securities Administrator or Owner Trustee, the Trustee Trust Administrator, the Custodian and any Noteholder and Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and each Noteholder and Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it the Servicer, the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and/or Noteholder or them Certificateholder in respect of such claim. The Trust will Indenture Trustee shall reimburse the Servicer from amounts otherwise payable to the Certificateholders for all amounts advanced by it pursuant to the preceding sentence except when the Claim relates directly to the failure of the Servicer to service and administer the Loans in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and each Noteholder and Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and any Noteholder or Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Agreement and in the best interests of the Noteholders and the Certificateholders. The Representative shall immediately notify the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and each Noteholder and Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Indenture Trustee, the Owner Trustee, the Trust Administrator, the Custodian and/or Noteholder or Certificateholder in respect of such claim. The Indenture Trustee shall reimburse the Representative from amounts otherwise payable to the Certificateholders for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative to perform its obligations to service and administer the Loans in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or best interests of the Noteholders and the Certificateholders. (iic) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of The Servicer also acknowledges its reckless disregard of its duties and indemnification obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in Section 6.7 of the Master Servicer AccountIndenture.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. 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 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if and to the extent that the matter relates to such A/B Mortgage Loan) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. Notwithstanding the foregoing, if such loss, liability or expense relates specifically to the Federal Center Plaza Pari Passu Loan (or another Mortgage Loan included in the Trust) or the Federal Center Plaza Companion Loan, then such indemnification shall be paid out of collections on, and other proceeds of, such Federal Center Plaza Pari Passu Loan, other Mortgage Loan or Federal Center Plaza Companion Loan, as applicable and not out of proceeds of any related B Note. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note until such point as such indemnification is paid in full or a Final Recovery Determination has been made with respect to such B Note and only then out of collections on, and other proceeds of, the related A Note. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2003-TOP9 Special Servicer and any director, officer, employee or agent of the 2003-TOP9 Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the 2003-TOP9 Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing Agreements1290 Pari Passu Loan and the Perryville I Corporate Park Office Pari Passu Loan (but excluding any such losses allocable to the 2003-TOP9 Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master 2003-TOP9 Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the 2003-TOP9 Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) The 2002-HQ Special Servicer and any director, officer, employee or agent of the 2002-HQ Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to the 2002-HQ Pooling and Servicing Agreement and this Trust Agreement, and relating to the Servicing AgreementsWoodfield Pari Passu Loan (but excluding any such losses allocable to the 2002-HQ Mortgage Loan), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master 2002-HQ Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties under the 2002-HQ Pooling and Servicing Agreement. (e) The 2000-WF2 Special Servicer and any director, officer, employee or agent of the 2000-WF2Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the 2000-WF2 Pooling and Servicing Agreement and this Agreement, and relating to the Long Beach Pari Passu Loan (but excluding any such losses allocable to the 2000-WF2 Mortgage Loan), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of its reckless disregard the 2000-WF2 Special Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the 2000-WF2 Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, 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 Servicers, Depositor, the Sponsor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. , including any failure by the Master Servicer or any Subcontractor utilized by such Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB.. The Depositor, the Sponsor, the Securities Administrator Administrator, each Servicer 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 Administrator, each Servicer or the Trustee to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to the Master Servicer under the related Servicing Agreement if applicable, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the applicable Assignment Agreement, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the applicable Assignment Agreement, or (iiiv) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Distribution Account. The foregoing indemnity shall survive the resignation or removal of the Master Servicer Accountor the termination of this agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Securities Administrator and the Co-Owner Trustee, the Issuer, the Seller and hold them each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorIndenture Trustee, the Securities Administrator Issuer, the Seller or the Trustee any Securityholder may sustain as a result directly resulting from the negligence or willful misconduct of the Master Servicer’s willful malfeasance, bad faith or negligence Servicer in the performance of its duties hereunder or by reason in the servicing of its reckless disregard for its obligations and duties under the Home Loans in compliance with the terms of this Trust 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 DepositorServicer shall not be liable or responsible for any of the representations, the Securities Administrator and the Trustee covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Master Servicer Indenture Trustee, the Issuer, the Seller and each Securityholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and pay 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 it or them the Servicer, the Indenture Trustee, the Issuer, the Seller and/or any Securityholder in respect of such claim. . (b) The Trust will Seller agrees to indemnify and hold the Master Indenture Trustee, the Issuer, the Servicer and hold it each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilitiesfees and expenses that the Indenture Trustee, the Issuer, the Servicer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Seller in the performance of its duties hereunder or in compliance with the terms of this Agreement. It is the express intention of the parties to this Agreement that the indemnification and hold harmless obligations of the Seller set forth in the preceding sentence shall apply fully to claims, losses, etc. resulting from acts or omissions that may constitute ordinary negligence on the part of the Seller. The Seller shall immediately notify the Indenture Trustee, the Issuer, the Servicer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Seller, the Servicer, the Indenture Trustee, the Issuer and/or any Securityholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Indenture Trustee, the Issuer, the Servicer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementIndenture Trustee, the Servicing Agreements, any Assignment AgreementIssuer, the Custodial Agreement Servicer or any Securityholder may sustain directly resulting from the Certificates, except to the extent that any such loss, liability negligence or expense is related to (i) a material breach willful misconduct of the Master Servicer’s representations and warranties Transferor in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard performance of its duties hereunder or in compliance with the terms of this Agreement. It is the express intention of the parties to this Agreement that the indemnification and hold harmless obligations under of the Transferor 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 Transferor. The Transferor shall immediately notify the Indenture Trustee, the Issuer, the Servicer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such agreement. claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Transferor, the Servicer, the Indenture Trustee, the Issuer and/or any Securityholder in respect of such claim. (d) The Master Servicer obligations of the Servicer, the Seller and the Transferor under this Section 9.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive the Master Servicer Accounttermination of this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, Companion Loans and B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Companion Loans, any B Notes, any REO Property, the Certificates or any other 1290 Avenue of the Americas Loan Securities or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Companion Loan or B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to any Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, the related Pari Passu Loan and the related Companion Loans, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the related Pari Passu Loan and the related Companion Loans, in the relative proportions provided for in the applicable Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Companion Loan or any B Note, as described above, out of the related Companion Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Each Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its related Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of a Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by a Primary Servicer to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) Each Primary Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementFiscal Agent, the Custodial Agreement Special Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of its reckless negligent disregard of its the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation the applicable Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless the Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by a Primary Servicer shall be entitled to reimburse itself for any reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such indemnified amount from funds on deposit in the Master Primary Servicer Accountwas not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, Securities Administrator, the Securities Administrator Custodian, the Trustee and the TrusteeTrust, 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 Administrator, the Custodian, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator Custodian 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 Administrator, the Custodian, the Trustee or the Trustee Trust to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the 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 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the DepositorIndenture Trustee, the Co-Owner Trustee, the Issuer, the Seller, the Securities Administrator Insurer and the Trustee, each Securityholder harmless from 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 DepositorIndenture Trustee, the Issuer, the Seller, the Securities Administrator Insurer or the Trustee any Securityholder may sustain as a result directly resulting from the negligence or willful misconduct of the Master Servicer’s willful malfeasance, bad faith or negligence Servicer in the performance of its duties hereunder or by reason in the servicing of its reckless disregard for its obligations and duties under the Home Loans in compliance with the terms of this Trust Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD 88 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 DepositorServicer shall not be liable or responsible for any of the representations, the Securities Administrator and the Trustee covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Master Servicer Indenture Trustee, the Issuer, the Seller, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and pay 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 it or them the Servicer, the Indenture Trustee, the Issuer, the Seller, the Securities Insurer and/or any Securityholder in respect of such claim. . (b) The Trust will Seller agrees to indemnify the Master Servicer and hold it the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilitiesfees and expenses that the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer or any Securityholder may sustain directly resulting from the negligence or willful misconduct of the Seller in the performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE SELLER SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE SELLER. The Seller shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder if a claim is made by a third party with respect to this Agreement, and the Seller shall assume (with the consent of the Indenture Trustee and the Issuer) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Seller, the Servicer, the Indenture Trustee, the Issuer, the Securities Insurer and/or any Securityholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementIndenture Trustee, the Servicing Agreements, any Assignment AgreementIssuer, the Custodial Agreement Servicer, the Securities Insurer or any Securityholder may sustain directly resulting from the Certificates, except to the extent that any such loss, liability negligence or expense is related to (i) a material breach willful misconduct of the Master Servicer’s representations and warranties Transferor in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE TRANSFEROR SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE TRANSFEROR. The Transferor shall immediately notify the Indenture Trustee, the Issuer, the Servicer, the Securities Insurer and obligations under each Securityholder if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Indenture Trustee and the Issuer) the 89 defense of any such agreement. claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Transferor, the Servicer, the Indenture Trustee, the Issuer, the Securities Insurer and/or any Securityholder in respect of such claim. (d) The Master Servicer obligations of the Servicer, the Seller and the Transferor under this Section 9.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive the Master Servicer Accounttermination of this Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or Co-Trustee, the Trustee Custodian, the Certificate Insurer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Servicer from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust will Fund except when the Claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificate Insurer and the Certificateholders. The Representative shall immediately notify the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, the Co-Trustee, the Custodian, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Representative from the related Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available with respect to each Pool for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties Certificate Insurer and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s '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 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicers or the Trustee to indemnification under this Section 8.129.12, 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) 92 that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and Adminis▇▇▇▇▇▇ ▇nd 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 '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 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 Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator Servicer or the Trustee to indemnification under this Section 8.129.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Master Servicer agrees to indemnify and hold harmless the Trustee from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses (including reasonable attorneys' fees) that the Trustee may sustain as a result of such liability or obligations of the Master Servicer and in connection with the Trustee's assumption (not including the Trustee's performance, except to the extent that costs or liability of the Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer's obligations, duties or responsibilities under such agreement. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreementthe Sale Agreements, the Custodial Agreement Step 2 Assignment Agreements or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Servicer, Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Servicer, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator Servicer 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 Servicer or the Trustee to indemnification under this Section 8.1210.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement any custodial agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, each Servicer, the Trustee, the Class A-1 Certificate Insurer, the Custodian, the Securities Administrator and the TrusteeTrust Fund, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, such Servicer, the Trustee, the Class A-1 Certificate Insurer, the Custodian, the Securities Administrator or the Trustee Trust Fund may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator applicable Servicer, the Class A-1 Certificate Insurer, the Custodian 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, such Servicer, the Trustee, the Securities Administrator Administrator, the Class A-1 Certificate Insurer, the Custodian or the Trustee Trust Fund to indemnification under this Section 8.129.12, 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 Fund will indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in the Trust this Agreement or (ii) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement; provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.. 181

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the Certificate Insurer and hold them each Certificateholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator Certificate Insurer, any such Certificateholder or the Trustee any such other indemnified Person may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay 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 it or them the Servicer, the Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trust will Trustee may reimburse the Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. (b) The Depositor agrees to indemnify the Master Servicer and hold it the Trustee, the Certificate Insurer and each Certificateholder (and their respective Affiliates, directors, officers, employees and agents) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the Certificate Insurer, any Certificateholder and/or any such other indemnified person may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an Affiliate thereof, or the failure of the Depositor to perform their respective duties in compliance with the terms of this Trust Agreement. The Depositor shall immediately notify the Trustee, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement and the Depositor shall assume (with the consent of the Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Depositor, the Trustee, the Certificate Insurer, a Certificateholder and/or any such other indemnified Person in respect of such claim. The Trustee may, if necessary, reimburse the Depositor from amounts otherwise distributable on the Class R Certificates if the claim is made with respect to this Agreement for all amounts advanced by it pursuant to the preceding sentence, except when the claim relates directly to the failure of a Servicer, if it is, or is an Affiliate of, the Depositor, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations and warranties Depositor to perform its duties in compliance with the terms of this Agreement. (c) The Depositor agrees to indemnify the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself Fund for any such indemnified amount liability arising from funds on deposit the naming of the Trust Fund as a defendant in its capacity as an assignee of the Master Servicer Accountlender in an action under the ▇▇▇▇▇▇ Community Development and Regulatory Improvement Act of 1994.

Indemnification; Third Party Claims. (a) The Master Special Servicer and any director, officer, employee or agent of the Special Servicer (the "Special Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Special Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Special Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. If such loss, liability or expense relates to an A/B Mortgage Loan but does not relate to the related A Note and does not relate primarily to the administration of the Trust or any REMIC formed hereunder or the International Plaza Pari Passu Loan REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense, then such indemnification shall be paid first out of collections on, and other proceeds of, the related B Note and then out of collections on, and other proceeds of, the Mortgage Loans. Notwithstanding the foregoing, if such loss, liability or expense relates solely to a particular Serviced Pari Passu Mortgage Loan (or another Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage Loan and not any B Note, then such indemnification shall be paid first out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as applicable, and then out of collections on, and other proceeds of, the Mortgage Loans (and not out of proceeds of any related B Note). (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The DepositorTrustee, the Securities Administrator and Fiscal Agent, the Trustee Depositor or the Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the DepositorTrust or the Trustee, the Securities Administrator Fiscal Agent, the Depositor or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Trustee, the Fiscal Agent, the Depositor or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the termination or resignation of the Special Servicer, the Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or found to have acted with willful misfeasance, bad faith or negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or on behalf of the Special Servicer for inclusion in the Preliminary Prospectus Supplement and the Final Prospectus Supplement is the information set forth in the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final Prospectus Supplement. (d) Any Non-Serviced Mortgage Loan Special Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, judgments and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain incurred in connection with, arising out of or related with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Trust Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the Servicing Agreementsrelated Non-Serviced Companion Mortgage Loans), any Assignment Agreement, reasonably requiring the Custodial Agreement use of counsel or the Certificates, except to the extent that incurring of expenses other than any such loss, liability or expense is related to (i) a material breach losses incurred by reason of the Master any Non-Serviced Mortgage Loan Special Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountServicing Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and hold the Trustee, the Depositor, the Securities Administrator Certificate Insurer and the Trustee, each Certificateholder harmless from 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 Trustee, the Depositor, the Securities Administrator Certificate Insurer or the Trustee any Certificateholder may sustain as a result directly resulting from the negligence or willful misconduct of the Master Servicer’s willful malfeasance, bad faith or negligence Servicer in the performance of its duties hereunder or by reason in the servicing of its reckless disregard for its obligations and duties under the Mortgage Loans in compliance with the terms of this Trust 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 DepositorServicer shall not be liable or responsible for any of the representations, the Securities Administrator and the Trustee covenants, warranties, responsibilities, duties or liabilities of any prior Servicer. The Servicer shall immediately notify the Master Servicer Trustee, the Depositor, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Trustee) the defense of any such claim and pay 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 it or them the Servicer, the Trustee, the Depositor, the Certificate Insurer and/or any Certificateholder in respect of such claim. . (b) The Trust will Depositor agrees to indemnify the Master Servicer and hold it the Trustee, the Servicer, the Certificate Insurer and each Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilitiesfees and expenses that the Trustee, the Servicer, the Certificate Insurer or any Certificateholder may sustain directly resulting from the negligence or willful misconduct of the Depositor in the performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE DEPOSITOR SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE DEPOSITOR. The Depositor shall immediately notify the Trustee, the Servicer, the Certificate Insurer and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Depositor shall assume (with the consent of the Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. (c) The Transferor agrees to indemnify and hold the Trustee, the Servicer, the Certificate Insurer and each Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementServicer, the Custodial Agreement Certificate Insurer or any Certificateholder may sustain directly resulting from the Certificates, except to the extent that any such loss, liability negligence or expense is related to (i) a material breach willful misconduct of the Master Servicer’s representations and warranties Transferor in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard performance of its duties hereunder or in compliance with the terms of this Agreement. IT IS THE EXPRESS INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS OF THE TRANSFEROR SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY FULLY TO CLAIMS, LOSSES, ETC. RESULTING FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE ON THE PART OF THE TRANSFEROR. The Transferor shall immediately notify the Trustee, the Servicer, the Certificate Insurer and obligations under each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Trustee) the defense of any such agreement. claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against the Transferor, the Servicer, the Trustee, the Certificate Insurer and/or any Certificateholder in respect of such claim. (d) The Master Servicer obligations of the Servicer, the Depositor and the Transferor under this Section 9.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive the Master Servicer Accounttermination of this Agreement.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee and the TrusteeTrust, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Servicers, Depositor, the Sponsor, the Securities Administrator Administrator, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, including any failure by the Master Servicer or any Subcontractor utilized by the Master Servicer to deliver any information, report, certification or accountants' letter when and as required under Sections 3.22, 3.23 or 8.12, including without limitation any failure by the Master Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. The Depositor, the Securities Administrator Administrator, Sponsor, each Servicer 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 Administrator, each Servicer, the Trustee or the Trustee Trust to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust applicable Servicer's obligations in connection with this Agreement for which such Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (iii) resulting from any breach of the applicable Responsible Party's obligations in connection with this Agreement, for which the applicable Responsible Party has performed its obligation to indemnify the Master Servicer pursuant to this Agreement, or (iiiv) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the Depositor, the Securities Administrator Administrator, the Custodians, the Trustee and the TrusteeTrust, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Custodians, the Trustee or the Trustee Trust may sustain as a result of the Master Servicer’s 's willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, Securities Administrator, the Securities Administrator applicable Custodian 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 Administrator, the applicable Custodian, the Trustee or the Trustee Trust to indemnification under this Section 8.129.12, 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 that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s 's representations and warranties in this Agreement, (ii) resulting from any breach of the Trust Servicer's obligations in connection with this Agreement for which the Servicer has performed its obligation to indemnify the Trustee and the Custodian pursuant to Section 6.05, (iii) resulting from any breach of the applicable Original Loan Seller's obligations in connection with the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, for which the applicable Original Loan Seller has performed its obligation to indemnify the Master Servicer pursuant to the Assignment, Assumption and Recognition Agreement or the Representations and Warranties Agreements, as applicable, or (iiiv) the Master Servicer’s 's willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under this Agreement; provided that any such agreementloss, 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 reimburse itself reimbursement for any such indemnified amount from funds on deposit in the Master Servicer Distribution Account.

Indemnification; Third Party Claims. The Master Servicer agrees to shall indemnify the Depositor, the Securities Administrator and the TrusteeIssuing Entity, 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 Administrator[, the Delaware Trustee] or the Trustee Issuing Entity may sustain as a result of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Each of the Depositor, the Securities Administrator Administrator[, the Delaware Trustee] and the Trustee shall Issuing Entity shall, immediately upon notice to it, notify the Master Servicer if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle the Depositor, the Securities Administrator or Administrator[, the Trustee Delaware Trustee] and the Issuing Entity, as the case may be, to indemnification under this Section 8.12, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel feesfees and expenses, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will Issuing Entity shall indemnify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense (a) is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementagreement 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 deposit in the Master Servicer Account.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify the DepositorPurchaser and its present directors, the Securities Administrator and the Trusteeofficers, and employees and any Successor Servicer and hold them it harmless against any and all claimslosses, lossesdamages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityfees and expenses that the Purchaser may sustain directly related to the failure of the Servicer to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in compliance with the terms of this Agreement which failure materially and adversely affects the interests of the Purchaser. The Seller agrees to indemnify the Purchaser and hold it harmless against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Depositor, the Securities Administrator or the Trustee Purchaser may sustain directly related to the failure of the Seller to observe and perform its duties, obligations, and covenants in compliance with the terms of this Agreement or as a result of the Master Servicer’s willful malfeasance, bad faith breach of a representation or negligence warranty set forth in Sections 3.01 or 3.02 of this Agreement which failure materially and adversely affects the performance interests of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreementthe Purchaser. The DepositorPurchaser agrees to indemnify the Seller, as Seller and Servicer, and hold it harmless against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Securities Administrator Seller may sustain directly related to the failure of the Purchaser to observe and perform its duties, obligations, and covenants in strict compliance with the Trustee terms of this Agreement which failure materially and adversely affects the interests of the Purchaser. An indemnifying party hereunder shall immediately notify the Master Servicer other party if a claim is made by a third party with respect to this Trust Agreement or a Mortgage Loan, assume (with the Mortgage Loans which would entitle consent of the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.12, whereupon the Master Servicer shall assume other party) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the other party in respect of such claim. The Trust will indemnify An indemnifying party hereunder shall follow any written instructions received from the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain party in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except with such claim. The indemnified party shall promptly reimburse an indemnifying party hereunder for all amounts advanced by it pursuant to the extent that any such loss, liability or expense is related two preceding sentences except when the claim relates to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancegross negligence, bad faith or negligence or by reason willful misconduct of its reckless disregard of its duties and obligations under any such agreementindemnified party. The Master Servicer provisions of this Section 7.01 shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in survive termination of this Agreement and transfer of the Master Servicer Accountservicing rights.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify and to hold each of the Depositor, the Securities Administrator and the Trustee, the Seller, the Certificate Insurer, the Back-up Servicer and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or Trustee, the Trustee Seller, the Certificate Insurer, the Back-up Servicer and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator Each indemnified party and the Trustee Servicer shall immediately notify the Master Servicer other indemnified parties if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Depositor, the Servicer, the Trustee, the Seller, the Back-up Servicer, the Certificate Insurer and/or Certificateholder in respect of such claim. The Trust will indemnify Trustee shall reimburse the Master Servicer in accordance with Section 5.08 hereof for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Servicer to service and hold it harmless against any and all claimsadminister the Mortgages in compliance with the terms of this Agreement; provided, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer's indemnity hereunder shall not be in any manner conditioned on the availability of funds for such reimbursement. (b) The Trustee may, if necessary, reimburse the Servicer may incur or sustain in connection with, arising out from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to Section 4.04(a)(ii) of or related to this Trust the Purchase Agreement, except when the Servicing Agreementsclaim relates directly to the failure of the Servicer, any Assignment if it is, or is an Affiliate of, the Seller, to perform its obligations to service and administer the Mortgages in compliance with the terms of the Purchase Agreement, the Custodial Agreement or the Certificates, except failure of the Seller to perform its duties in compliance with the terms of this Agreement. (c) The Trustee shall reimburse the Seller from amounts otherwise distributable on the Class R Certificates for all amounts advanced by the Seller pursuant to the extent that any such loss, liability or expense is related to (isecond sentence of Section 4.04(a)(ii) a material breach of the Master Servicer’s representations and warranties in Purchase Agreement except when the Trust Agreement or (ii) relevant claim relates directly to the Master Servicer’s willful malfeasance, bad faith or negligence or by reason failure of its reckless disregard of the Seller to perform 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 deposit in compliance with the Master Servicer Accountterms of the Purchase Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer shall promptly notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee shall not affect any rights the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Trust is prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Securities Administrator and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, and the Securities Administrator or the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it harmless against any the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer and all claimsthe Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s did not act with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The parties expressly agree that the only written information concerning the Master Servicer furnished by or by reason on behalf of its reckless disregard of its duties the Master Servicer for inclusion in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Private Placement Memorandum and obligations the Prospectus is the information set forth under any such agreement. the paragraphs under the caption "SERVICING OF THE MORTGAGE LOANS -- The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer--Master Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Special Servicer and any director, officer, employee or agent of the Special Servicer shall be indemnified by the Trust, and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to (i) this Agreement, and (ii) any action taken by the Special Servicer in accordance with the instruction delivered in writing to the Special Servicer by the Trustee or the Master Servicer pursuant to any provision of this Agreement in each case and the Special Servicer and each of its directors, officers, employees and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys' fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer) and the Trust shall pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Special Servicer. Any expenses incurred or indemnification payments made by the Trust shall be reimbursed by the Special Servicer, if a court of competent jurisdiction makes a final, non-appealable judgment that the Special Servicer was found to have acted with willful misfeasance, bad faith or negligence. (b) The Special Servicer agrees to indemnify the Trust, and the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Master Servicer, the Paying Agent and any director, officer, employee or agent or Controlling Person of the Trustee, the Fiscal Agent, the Depositor and the TrusteeMaster Servicer, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless negligent disregard for its of obligations and duties under this Trust Agreementhereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor, the Securities Administrator and Paying Agent or the Trustee Master Servicer shall immediately notify the Master Special Servicer if a claim is made by a third party with respect to this Trust Agreement or the Specially Serviced Mortgage Loans which would entitle entitling the Trust or the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Paying Agent or the Trustee Master Servicer, as the case may be, to indemnification under this Section 8.12hereunder, whereupon the Master Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Any failure to so notify the Special Servicer shall not affect any rights the Trust will indemnify or the Master Servicer and hold it harmless against any and all claimsTrustee, lossesthe Fiscal Agent, penaltiesthe Depositor, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Paying Agent or the Master Servicer may incur have to indemnification under this Agreement or sustain in connection withotherwise, arising out unless the Special Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or related to this Trust Agreementresignation of the Special Servicer, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement Paying Agent or the CertificatesTrustee or Fiscal Agent. Any expenses incurred or indemnification payments made by the Special Servicer shall be reimbursed by the party so paid, except to if a court of competent jurisdiction makes a final, non-appealable judgment that the extent that any such loss, liability or expense is related to (i) a material breach conduct of the Master Servicer’s representations and warranties in the Trust Agreement Special Servicer was not culpable or (ii) the Master Servicer’s found to have acted with willful malfeasancemisfeasance, bad faith or negligence negligence. (c) The initial Special Servicer and the Depositor expressly agree that the only information furnished by or by reason on behalf of its reckless disregard of its duties the Special Servicer for inclusion in the Preliminary Prospectus Supplement and obligations the Final Prospectus Supplement is the information set forth in the paragraph under any such agreement. the caption "SERVICING OF THE MORTGAGE LOANS--The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in and Special Servicer--Special Servicer" of the Master Servicer AccountPreliminary Prospectus Supplement and Final Prospectus Supplement.

Indemnification; Third Party Claims. (a) The Master ----------------------------------- Servicer agrees to indemnify the DepositorCompany, the Securities Administrator Certificate Insurer, the Surety and the Trustee, Trustee and hold them the Company, the Certificate Insurer, the Surety and the Trustee harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorCompany, the Securities Administrator Certificate Insurer, the Surety or the Trustee may sustain as a result of the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement; provided that no such indemnification shall be re- quired of a successor Master Servicer with respect to acts of a prior Master Servicer’s willful malfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Master Servicer shall immediately notify the Master Servicer Company, the Certificate Insurer, the Surety and the Trustee if a claim is made by a third party with respect to this Trust Agreement or the Mortgage Loans which would entitle Loans, assume (unless otherwise directed by the DepositorCompany, the Securities Administrator or Certificate Insurer, the Trustee to indemnification under this Section 8.12, whereupon Surety and the Master Servicer shall assume Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it it, the Company or them the Trustee in respect of such claim. The Trust will indemnify . (b) Should any claim or action by a third party arise after the Closing Date for which the Company, the Certificate Insurer, the Surety or the Trustee intends to seek indemnification under the terms of Section 8.01(a), the Company shall notify the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgmentsin writing within ten (10) Business Days, and the Trustee, the Certificate Insurer or the Surety shall notify the Master Servicer in writing promptly, after each such party receives notice of such claim or action, or notice of a threat that is reasonably likely to result in such claim or action. The party seeking indemnification shall give the Master Servicer a reasonable opportunity to participate in any other costsproceedings to settle or defend any such claim or action. If the Master Servicer wishes to assume the defense of such claim or action, liabilities, fees it shall give written notice to the party seeking indemnification and expenses the Master Servicer shall thereafter assume the defense at its own expense. In the event that the Master Servicer assumes the defense of a claim or action, the party seeking indemnification will assert or empower the Master Servicer to assert on behalf of the party seeking indemnification any rights to indemnification that the party seeking indemnification may incur or sustain have in connection with, arising out of with such claim or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementaction. The Master Servicer shall be entitled have the right to reimburse itself for settle any such indemnified amount from funds on deposit in action provided that the Master Servicer Accountobtains the consent of the party seeking indemnification, which consent shall not be unreasonably withheld. The Company, the Certificate Insurer, the Surety and the Trustee agree to respond to the Master Servicer's request for consent as promptly as possible and agree that a failure by the Company, the Certificate Insurer, the Surety or the Trustee to respond within thirty (30) Business Days shall be taken as consent.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and hold the Trustee, the FHA Custodian, FUNB and hold them each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or the Trustee FHA Custodian, FUNB and any Certificateholder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in Servicer and the performance of Claims Administrator to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Trustee, the FHA Custodian, FUNB and each Certificateholder if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the applicable indemnified parties) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Claims Administrator, the Trustee, the FHA Custodian, FUNB and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Servicer from the Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust will Fund except when the claim relates directly to the failure of the Servicer or the Claims Administrator to service and administer the Mortgages in compliance with the terms of this Agreement. (b) The Representative agrees to indemnify the Master Servicer and hold it the Trustee, the FHA Custodian, FUNB and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer Trustee, the FHA Custodian, FUNB and any Certificateholder may incur or sustain in connection with, arising out of or any way related to the failure of the Servicer, if it is an affiliate thereof, or the failure of the Representative to perform their respective duties in compliance with the terms of this Trust Agreement and in the best interests of the Certificateholders. The Representative shall immediately notify the Trustee, the FHA Custodian, FUNB and each Certificateholder if a claim is made by a third party with respect to this Agreement, and the Servicing AgreementsRepresentative shall assume (with the consent of the applicable indemnified parties) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any Assignment judgment or decree which may be entered against the Servicer, the Representative, the Trustee, FUNB, the FHA Custodian and/or Certificateholder in respect of such claim. The Trustee shall reimburse the Representative from the Expense Account pursuant to Section 6.03(c)(i), and, if necessary, from amounts otherwise payable to the Holders of the Class X Certificates from the Pool Remaining Amount Available for all amounts advanced by it pursuant to the preceding sentence with respect to the Trust Fund except when the claim relates directly to the Representative's indemnification pursuant to Section 2.05 and Section 3.03 or to the failure of the Servicer, if it is an affiliate of the Representative, to perform its obligations to service and administer the Mortgages in compliance with the terms of this Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach failure of the Master Servicer’s representations Representative to perform its duties in compliance with the terms of this Agreement and warranties in the Trust Agreement or (ii) best interests of the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer AccountCertificateholders.

Indemnification; Third Party Claims. The Master Servicer agrees to indemnify and hold the Depositor, the Securities Administrator and Custodian, the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and hold them each Holder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the DepositorTrustee, the Securities Administrator or Custodian, the Trustee NIMS Insurer, the Certificate Insurer, the Advancing Party and any Holder may sustain as a result in any way related to the failure of the Master Servicer’s willful malfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Trust Agreement. The Depositor, the Securities Administrator and the Trustee Servicer shall immediately notify the Master Servicer Depositor, the Trustee, the Custodian, the NIMS Insurer, the Certificate Insurer, the Advancing Party and each Certificateholder, if a claim is made by a third party with respect to this Trust Agreement or Agreement, and 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 (with the consent of the Custodian, the Trustee, the Advancing Party and the Certificate Insurer) the defense of any such claim and pay advance all expenses in connection therewith, including reasonable counsel feesfees and expenses, and promptly advance funds to pay, discharge and satisfy any judgment or decree which may be entered against it or them the Servicer, the Custodian, the Trustee, the NIMS Insurer, the Certificate Insurer, the Advancing Party and/or any Certificateholder in respect of such claim. The Trust will indemnify Servicer shall be reimbursed pursuant to clause tenth of Sections 6.05(d), (e), (f) and (g) for all amounts advanced by it pursuant to the Master Servicer and hold it harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgmentspreceding sentence, and any other costs, liabilities, fees and expenses that for all indemnification payments made by the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, Custodian pursuant to the Custodial Agreement or the Certificates, except to the extent that any such loss, liability unrelated to negligence or expense is related to (i) a material breach intentional or willful misconduct of the Master Servicer’s representations , and warranties except that the Servicer shall have no entitlement to any payment pursuant to this sentence when the claim relates directly to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement, in which event the Servicer shall reimburse to the Principal and Interest Account any amount paid to the Servicer as a Reimbursable Amount in respect thereof. The Servicer shall have no lien on the assets of the Trust Agreement or (ii) with respect to amounts advanced pursuant to this Section 9.01 directly as a result of Servicer's failure to service and administer the Master Servicer’s willful malfeasance, bad faith or negligence or by reason Mortgage Loans in compliance with the terms 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 deposit in the Master Servicer Accountthis Agreement.

Indemnification; Third Party Claims. (a) The Master Servicer agrees to indemnify the Depositor, the Securities Administrator and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s 's willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Trust Agreement, the Acknowledgements and the related Purchase and Servicing Agreements. 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 Master Serviced Mortgage Loans which would entitle entitling the Depositor, the Securities Administrator or the Trustee to indemnification under this Section 8.129.09(a), whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will . (b) WMMSC shall indemnify the Master Servicer Trustee and the Securities Administrator and hold it each of them harmless against for any loss, liability, damage, claim or expense (other than any special, indirect, punitive or consequential loss, liability, damage, claim or expense) of the Trustee and all claimsthe Securities Administrator arising from any failure of WMMSC to provide, lossesor to cause to be provided, penalties, fines, forfeitures, legal fees and related costs, judgmentsthe loan level information or data regarding the WMMSC Mortgage Loans reasonably requested by the Trustee or Securities Administrator, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related required to be provided by WMMSC pursuant to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) on a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreementtimely basis. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Account.115

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

Indemnification; Third Party Claims. (a) The Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of each the Master Servicer shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to this Agreement, any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim and satisfy any settlement or other disposition in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement or of the Master Servicer in such capacity. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the applicable Certificate Account any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party is found to have acted with willful misfeasance, bad faith or negligence. (c) The Primary Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, its Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the related Mortgage Loans, any [specify primary serviced loans] (solely with respect to the Primary Servicer), any REO Property or the Certificates or any exercise of any right under this Agreement or its related Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of such Primary Servicer's willful misfeasance, bad faith or negligence in the performance of duties thereunder. Such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to such Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the applicable Certificate Account any payments certified by such Primary Servicer with respect to the Mortgage Loans to the Trustee and the Paying Agent as required to be made to such Primary Servicer pursuant to this Section 8.25. (d) The Primary Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person thereof, and hold it them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementSpecial Servicer, the Custodial Agreement Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of such Primary Servicer's duties under this Agreement, its related Primary Servicing Agreement or by reason of its reckless negligent disregard of its such Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation such Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify such Primary Servicer if a claim is made by any Person with respect to this Agreement, the related Primary Servicing Agreement or the related Mortgage Loans (solely with respect to the Primary Servicer) entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon such Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify such Primary Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the related Primary Servicing Agreement or otherwise, unless such Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the related Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by such Primary Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of such Primary Servicer was not culpable or that such Primary Servicer did not act with willful misfeasance, bad faith or negligence. (e) The Master Servicer shall be entitled not have any liability to reimburse itself the Depositor, the Trustee, the Paying Agent, the Special Servicer, any Certificateholder, any Certificate Owner, any Primary Servicer, the Placement Agent, any Underwriter, any Rating Agency or any other Person to whom it delivers information pursuant to the provisions of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of such information. In the event any such indemnified amount Person brings any claims relating to or arising from funds on deposit in the foregoing against the Master Servicer Account(or any partners, representatives, Affiliates, members, managers, directors, officers, employees, agents thereof), the Trust (from amounts held in any account) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees) relating to or arising from such claims.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as described above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the DepositorTrustee, the Securities Administrator Fiscal Agent, the Special Servicer, the Trust, the Depositor and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the DepositorTrustee, the Securities Administrator or Fiscal Agent, the Trustee Special Servicer, the Depositor and the Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Fiscal Agent, the Special Servicer or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Fiscal Agent, the Depositor, the Securities Administrator Special Servicer or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it harmless against any the resignation or termination of the Master Servicer, the Fiscal Agent, the Special Servicer and all claimsthe Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, lossesif a court of competent jurisdiction makes a final, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses non-appealable judgment that the conduct of the Master Servicer was not culpable or that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust Agreement, the Servicing Agreements, any Assignment Agreement, the Custodial Agreement or the Certificates, except to the extent that any such loss, liability or expense is related to (i) a material breach of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s did not act with willful malfeasancemisfeasance, bad faith or negligence or by reason of its reckless disregard of its duties and obligations under any such agreement. The Master Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in the Master Servicer Accountnegligence.

Indemnification; Third Party Claims. (a) The Master Servicer and any director, officer, employee or agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall be indemnified and held harmless by the Trust out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B Notes, as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, "Master Servicer Losses") incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of the Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties hereunder. Except as provided in the following sentence 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 of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC provisions of the Code or the actual payment of any REMIC tax or expense: (1) if such Master Servicer Losses relate to a Loan Pair, then such indemnification shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, in the relative proportions provided for in the applicable Loan Pair Intercreditor Agreement and (y) if the collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole; and ccxxv (2) if such Master Servicer Losses relate to any A/B Mortgage Loan, then such indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, (y) if the collections and proceeds described in subclause (x) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan, in the relative proportions provided for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate collections and proceeds described in subclauses (x) and (y) of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole. Subject to Section 9.35, the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Mortgage Loan or any B Note, as described above, out of the related Serviced Companion Mortgage Loan Custodial Account or the related A/B Loan Custodial Account) any payments certified by the Master Servicer to the Trustee and the Paying Agent as required to be made to the Master Servicer pursuant to this Section 8.25. (b) The Master Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Securities Administrator Paying Agent, and the Trusteeany director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Trustee, the Special Servicer, the Depositor, the Securities Administrator or Paying Agent and the Trustee Trust may sustain arising from or as a result of the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of its any of the Master Servicer's duties hereunder or by reason of its reckless negligent disregard for its of the Master Servicer's obligations and duties under this Trust Agreementhereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, the Securities Administrator and the Trustee as applicable, shall immediately notify the Master Servicer if a claim is made by a third party any Person with respect to this Trust Agreement or the Mortgage Loans which would entitle entitling the Trustee, the Depositor, the Securities Administrator Special Servicer, the Paying Agent or the Trustee Trust to indemnification under this Section 8.128.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The Trust will indemnify Any failure to so notify the Master Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and hold it the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable of willful misfeasance, bad faith or negligence in the performance of its duties hereunder or of negligent disregard of its duties hereunder or that the Master Servicer did not act with willful misfeasance, bad faith or negligence. (c) Any Primary Servicer and any director, officer, employee or agent thereof shall be indemnified by the Trust and held harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, the applicable Primary Servicing Agreement (but only if, and to the extent that, the Master Servicer would have been entitled to indemnification therefor under this Agreement if it were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property or the Certificates or any exercise of any right under this Agreement or the applicable Primary Servicing Agreement (limited as set forth above) reasonably requiring the use of counsel or the incurring of expenses other than any loss, liability or expense incurred by reason of any Primary Servicer willful misfeasance, bad faith or negligence in the performance of duties thereunder. The applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the applicable Primary Servicer) and out of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination of this Agreement and the applicable Primary Servicing Agreement. The Trustee, the Paying Agent or the Master Servicer shall promptly make from the Certificate Account any payments certified by the applicable Primary Servicer to the Trustee and the Paying Agent as required to be made to the applicable Primary Servicer pursuant to this Section 8.25. (d) Any Non-Serviced Mortgage Loan Master Servicer and any director, officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust's pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. (e) Any Primary Servicer agrees to indemnify the Trustee, the Special Servicer, the Trust, the Depositor, the Paying Agent and any director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, ccxxvii fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer may incur or sustain in connection with, arising out of or related to this Trust AgreementTrustee, the Servicing Agreements, any Assignment AgreementSpecial Servicer, the Custodial Agreement Depositor, the Paying Agent and the Trust may sustain arising from or the Certificates, except to the extent that any such loss, liability or expense is related to (i) as a material breach result of the Master Servicer’s representations and warranties in the Trust Agreement or (ii) the Master Servicer’s willful malfeasancemisfeasance, bad faith or negligence in the performance of any of the applicable Primary Servicer's duties under this Agreement, the applicable Primary Servicing Agreement or by reason of its reckless negligent disregard of its the applicable Primary Servicer's obligations and duties thereunder (including a breach of such obligations a substantial motive of which is to obtain an economic advantage from being released from such obligations), and obligations under if in any such agreementsituation the applicable Primary Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any, of retaining a successor primary servicer. The Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable, shall immediately notify the applicable Primary Servicer if a claim is made by any Person with respect to this Agreement, the applicable Primary Servicing Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Paying Agent or the Trust to indemnification under this Section 8.25(d), whereupon the applicable Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable Primary Servicer shall not affect any rights the Trustee, the Special Servicer, the Depositor, the Paying Agent or the Trust may have to indemnification under this Agreement, the applicable Primary Servicing Agreement or otherwise, unless the applicable Primary Servicer's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the applicable Primary Servicing Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or indemnification payments made by the applicable Primary Servicer shall be entitled to reimburse itself for any such indemnified amount from funds on deposit in reimbursed by the Master party so paid, if a court of competent jurisdiction makes a final, non-appealable judgment that the conduct of the applicable Primary Servicer Accountwas not culpable or that the applicable Primary Servicer did not act with willful misfeasance, bad faith or negligence.