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

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator 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 (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, the Master Servicer, 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, or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositorapplicable Responsible Party, the Sponsor, the Responsible PartyDepositor, the Master Servicer, the Securities Administrator and Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and 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 Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)4.03(e). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, 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, the applicable Responsible Party or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator 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 (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, the Master Servicer, 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 Responsible Party, the Master Servicer, the Securities Administrator, Administrator or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the DepositorResponsible Party, the Sponsor, the Responsible PartyDepositor, the Master Servicer, the Securities Administrator and Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and 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 Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d4.03(e)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, the Master Servicer, 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, the Responsible Party or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositorapplicable Responsible Party, the Sponsor, the Responsible PartyDepositor, the Master Servicer, the Securities Administrator and Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and 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 Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d4.03(e)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, 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, the applicable Responsible Party or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the applicable Responsible Party, the Depositor, the Sponsor, the Responsible PartySponsors, the Master Servicer, the Securities Administrator and the Trustee and any Affiliate, director, officer, employee or agent of the DepositorResponsible Parties, the Sponsor, the Responsible PartyDepositor, the Master Servicer, the Securities Administrator and Administrator, 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 Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d4.03(e)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator Administrator, the 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, the Responsible Party, the Master Servicer, IXIS and the Securities Administrator and the TrusteeAdministrator) 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 Sponsors, the Responsible Parties or the Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer Servicer, severally and not jointly, shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and Administrator, the Sponsor, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and 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 Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d4.03(e)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator 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, the Responsible Party, 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.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shall indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the [Delaware] Trustee and any Affiliate, director, officer, employee or agent of the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the [Delaware] 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 (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The applicable Servicer immediately shall notify the Depositor, the Responsible Party, the Master Servicer, the Securities Administrator and the [Delaware] 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, the Responsible Party, the Master Servicer, the Securities Administrator and the [Delaware] 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, Administrator or the [Delaware] Trustee in respect of such claim.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shall indemnify the DepositorDepositor (and its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital Inc.), the SponsorUnaffiliated Seller, the Responsible PartyCustodian, the Securities Administrator, the Master Servicer, the Securities Administrator Backup Servicer and the Trustee and any Affiliate, director, officer, employee employee, or agent of the DepositorDepositor (or its Affiliate, Xxxxxx Xxxxxxx Mortgage Capital 141 Inc.), the SponsorUnaffiliated Seller, the Responsible PartyCustodian, the Securities Administrator, the Master Servicer, the Securities Administrator Backup Servicer 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 Servicer, of (i) any of its representations and warranties referred to in Section 2.03(a), (ii2.03(a)(i) 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 (including, including without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d)). The applicable Each Servicer shall indemnify the Unaffiliated Seller and any director, officer, employee, or agent of the Unaffiliated Seller and the Trust Fund 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 it may sustain in any way related to any breach by such Servicer, of any of its representations and warranties referred to in Section 2.03(a)(ii). Each Servicer immediately shall notify the Depositor, the Responsible PartyUnaffiliated Seller, the Custodian, the Securities Administrator, the Master Servicer, the Securities Administrator Backup Servicer and the Trustee if such a claim is made by a third party with respect to any such breach or failure by the related Servicer under this Agreement or the Mortgage LoansAgreement, assume (with the prior written consent of the Depositor, the Responsible PartyUnaffiliated Seller, the Custodian, the Securities Administrator, the Master Servicer, the Securities Administrator Backup Servicer and the Trustee, as applicable) 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 ServicerUnaffiliated Seller, the Custodian, the Securities Administrator, the Master Servicer, the Backup Servicer or the Trustee in respect of such claim; provided, that if it is determined that the Servicer is not obligated to indemnify such parties in accordance with this Section 6.05, each such party (or the Trust Fund, if applicable) shall promptly reimburse the applicable Servicer in connection with each of the foregoing payments made to such party by such Servicer. 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 shall shall, subject to the limitations of Section 6.03, indemnify the Depositor, the Sponsor, the Responsible Party, the Master Servicer, the Securities Administrator and the Trustee Depositor (and any Affiliate, director, officer, employee or agent of the Depositor), the SponsorTrustee and, with respect to the Group I Mortgage Loans, the Responsible Party, the Group I Master Servicer, the Securities Administrator 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 actually sustains in any way related to any breach by such Servicer of (i) any breach by the related Servicer of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by such the related Servicer, or (iii) the failure of such the related Servicer to perform its duties and service the related Mortgage Loans in compliance with the terms of this Agreement (including, without limitation, the failure to deliver accurate and complete information on a timely basis pursuant to Section 4.03(d))Agreement. The applicable related Servicer immediately shall notify the Depositor, the Responsible PartyTrustee and, with respect to the Group I Mortgage Loans, the Group I Master Servicer, the Securities Administrator and the Trustee if such claim is made by a third party with respect to this Agreement or the related Mortgage Loans, assume (with the prior written consent of the Depositor, the Responsible PartyTrustee and, with respect to the Group I Mortgage Loans, the Group I Master Servicer, 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, or the Trustee or, with respect to the Group I Mortgage Loans, the Group I Master Servicer, 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 the related Servicer.