Common use of Additional Indemnification by the Seller and the Servicer; Third Party Claims Clause in Contracts

Additional Indemnification by the Seller and the Servicer; Third Party Claims. (i) The Seller shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its duties in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12 (to the extent applicable). Each party to this Agreement shall immediately notify the others if a claim is made upon such party by a third party with respect to this Agreement, any Reconstitution Agreement or the Mortgage Loans. Upon the prior written consent of Purchaser, which consent shall not be unreasonably withheld, the Seller 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 the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Seller’s indemnification obligations pursuant to Section 7 or this Section 13. (ii) The Servicer shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to a breach of any of the Servicer’s representations and warranties under Subsection 7.03 or the failure of the Seller to perform its duties in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12. Each party to this Agreement shall immediately notify the others if a claim is made upon such party by a third party with respect to this Agreement, any Reconstitution Agreement or the Mortgage Loans. Upon the prior written consent of Purchaser, which consent shall not be unreasonably withheld, the 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 the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification obligations pursuant to this Section 13; or the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement. (iii) Notwithstanding anything herein to the contrary, neither the Seller nor the Servicer shall have any liability hereunder for any claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain directly related to (A) the failure of the Purchaser to forward to the Seller or the Servicer, as applicable, notices of claims, as to which neither the Seller nor Servicer has any knowledge, regarding Mortgage Loans recorded in the name of the Purchaser and (B) the failure of the Custodian to perform its obligations under the Custodial Agreement, but solely to the extent that such failure materially adversely affects the ability of the Servicer to service the Mortgage Loans in accordance with the terms of this Agreement. (iv) The Purchaser shall indemnify the Servicer and hold the Servicer harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in any way related to the failure of the Custodian to deliver to the Servicer any Mortgage Loan Document requested by the Servicer in accordance with the terms of this Agreement and the Custodial Agreement. The Servicer shall immediately notify the Purchaser if a claim is made upon the Servicer by a third party with respect to such failure of the Custodian. The Purchaser 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 the Servicer in respect of such claim.

Additional Indemnification by the Seller and the Servicer; Third Party Claims. (i) The Seller shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its duties in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12 (to the extent applicable). Each party to this Agreement shall immediately notify the others if a claim is made upon such party by a third party with respect to this Agreement, any Reconstitution Agreement or the Mortgage Loans. Upon the prior written consent of Purchaser, which consent shall not be unreasonably withheld, the Seller 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 the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Seller’s indemnification obligations pursuant to Section 7 or this Section 13. (ii) The Servicer shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to a breach of any of the Servicer’s representations and warranties under Subsection 7.03 or the failure of the Seller to perform its duties in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12. Each party to this Agreement shall immediately notify the others if a claim is made upon such party by a third party with respect to this Agreement, any Reconstitution Agreement or the Mortgage Loans. Upon the prior written consent of Purchaser, which consent shall not be unreasonably withheld, the 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 the Purchaser in respect of such claim. The Purchaser promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification obligations pursuant to this Section 13; or the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement. (iii) Notwithstanding anything herein to the contrary, neither the Seller nor the Servicer shall have any liability hereunder for any claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain directly related to (A) the failure of the Purchaser to forward to the Seller or the Servicer, as applicable, notices of claims, as to which neither the Seller nor Servicer has any knowledge, regarding Mortgage Loans recorded in neither the name of the Purchaser and (B) the failure of the Custodian to perform its obligations under the Custodial Agreement, but solely to the extent that such failure materially adversely affects the ability of the Servicer to service the Mortgage Loans in accordance with the terms of this Agreement. (iv) The Purchaser shall indemnify the Servicer and hold the Servicer harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer may sustain in any way related to the failure of the Custodian to deliver to the Servicer any Mortgage Loan Document requested by the Servicer in accordance with the terms of this Agreement and the Custodial Agreement. The Servicer shall immediately notify the Purchaser if a claim is made upon the Servicer by a third party with respect to such failure of the Custodian. The Purchaser 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 the Servicer in respect of such claim.