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

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller’s indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties 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 13 or any breach of any of Seller’s representations, warranties and covenants set forth in this Agreement, provided, however, that the Seller shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaser. For purposes of this paragraph “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “Successor Servicer” shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “Successor Servicers” pursuant to this Agreement.

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (including reasonable legal fees and expenses incurred in connection with the enforcement of the Seller’s 's indemnification obligation under this Subsection 14.0115.01) and related costs, judgments, and any other reasonable costs, fees and expenses that such parties 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 13 or any breach of any of Seller’s 's representations, warranties and covenants set forth in this Agreement, provided, however, that the Seller shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaser. For purposes of this paragraph “"Purchaser” " shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “"Purchasers” " under this Agreement and “"Successor Servicer” " shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “"Successor Servicers” " pursuant to this Agreement.

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller’s 's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties 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 13 Article XIII or any breach of any of Seller’s representations's representation, warranties and covenants set forth in this Agreement, provided, however, that the Seller shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaser. For purposes of this paragraph “"Purchaser” " shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “"Purchasers” " under this Agreement and “"Successor Servicer” " shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “"Successor Servicers” " pursuant to this Agreement.

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller’s 's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties 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 13 Article XIII or any breach of any of Seller’s representations's representation, warranties and covenants set forth in this Agreement, provided, however, that the Seller shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaser. For purposes of this paragraph “"Purchaser” " shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “"Purchasers” " under this Agreement and “"Successor Servicer” " shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “"Successor Servicers” " pursuant to this Agreement.

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller’s 's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Seller, as interim servicer, to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller’s 's representations, warranties and covenants set forth in this Agreement, provided, however, Agreement (provided that the Seller such costs shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaserinclude any lost profits). For purposes of this paragraph “"Purchaser” " shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “"Purchasers” " under this Agreement and “"Successor Servicer” " shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “"Successor Servicers” " pursuant to this Agreement.

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify the Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (including reasonable legal fees and expenses incurred in connection with the enforcement of the Seller’s indemnification obligation under this Subsection 14.0115.01) and related costs, judgments, and any other reasonable costs, fees and expenses that such parties 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 13 or any breach of any of Seller’s representations, warranties and covenants set forth in this Agreement, provided, however, that the Seller shall not be required to indemnify the Purchaser for claims caused by the negligence or willful misconduct of the Purchaser. For purposes of this paragraph “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “Successor Servicer” shall mean any Person designated as the Successor Servicer pursuant to this Agreement and any and all Persons who previously were “Successor Servicers” pursuant to this Agreement.