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

Additional Indemnification by the Servicers; Third Party Claims. Each Servicer shall indemnify the Depositor and any Affiliate, director, officer, employee or agent of the Depositor and the Trustee and hold each of them 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 any of them may sustain in any way related to any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The applicable Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and 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 the Depositor, or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositor applicable Responsible Party, the Depositor, the Sponsor, the Securities Administrator and the Trustee and any Affiliate, director, officer, employee or agent of the Depositor and Depositor, the Sponsor, the Securities Administrator or the Trustee and hold each of them 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 any of them may sustain in any way related to (i) any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, Servicer or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this AgreementAgreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(e). The applicable Servicer immediately shall notify the Depositor Depositor, the Securities Administrator and the Trustee if such claim is made by a third third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and the TrusteeSecurities Administrator) 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 the Depositor, the Sponsor, the applicable Responsible Party, the Securities Administrator or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. Each Servicer shall indemnify the Depositor and the Trustee and any Affiliate, director, officer, employee or agent of the Depositor and the Trustee and hold each of them 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 any of them may sustain in any way related to any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The applicable Servicer immediately shall notify the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor and 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 the Depositor, Depositor or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositor Depositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor and Depositor, the Master Servicer, the Securities Administrator, the Sponsor or the Trustee and hold each of them 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 any of them may sustain in any way related to (i) any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, Servicer or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this AgreementAgreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(e). The applicable Servicer immediately shall notify the Master Servicer, the Securities Administrator, the Depositor and the Trustee if such claim is made by a third third-party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor Depositor, the Master Servicer, and the Securities Administrator and 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 the Depositor, the Master Servicer, the Securities Administrator, the Sponsor or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositor Depositor, the Master Servicer, the Securities Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor and Depositor, the Master Servicer, the Securities Administrator, the Sponsor or the Trustee and hold each of them 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 any of them may sustain in any way related to (i) any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, Servicer or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this AgreementAgreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(e)). The applicable Servicer immediately shall notify the Master Servicer, the Securities Administrator, the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor Depositor, the Master Servicer and the Securities Administrator and 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 the Depositor, the Master Servicer, the Securities Administrator, the Sponsor or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositor Responsible Party, the Depositor, the Sponsors, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor and Responsible Party, the Depositor, the Sponsors or the Trustee and hold each of them 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 any of them may sustain in any way related to (i) any breach by such Servicer of (i) any of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such Servicer, Servicer or (iii) the failure of such Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this AgreementAgreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(e)). The applicable Servicer immediately shall notify the Depositor Depositor, IXIS and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Depositor Depositor, IXIS and 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 the Depositor, the Sponsors, the Responsible Party or the Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of each Servicer.