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, subject to the limitations of Section 6.03, indemnify the Depositor (and any Affiliate, director, officer, employee or agent of the Depositor), the Trustee, the Certificate Insurer and the Master Servicer, 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 actually sustains in any way related to (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 the related Servicer, or (iii) the failure of the related Servicer to perform its duties and service the related Mortgage Loans in compliance with the terms of this Agreement. The related Servicer immediately shall notify the Depositor, the Trustee, the Certificate Insurer and the Master Servicer, 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 Trustee, the Certificate Insurer and the Master Servicer) 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 Trustee, the Certificate Insurer, or the Master Servicer, in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the related Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shallServicer, subject to the limitations of Section 6.03severally and not jointly, shall indemnify the Depositor (Depositor, the Purchaser, the Securities Administrator and the Trustee and any Affiliate, director, officer, employee or agent of the Depositor), the Trustee, Purchaser or the Certificate Insurer and the Master Servicer, 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 actually sustains may sustain 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 the related Servicer, such Servicer or (iii) the failure of the related such Servicer to perform its duties and service the related Mortgage Loans in compliance with the terms of this Agreement. The related applicable Servicer immediately shall notify the Depositor, the Trustee, the Certificate Insurer Securities Administrator and the Master Servicer, 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 Trustee, the Certificate Insurer Depositor and the Master ServicerSecurities 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 Trusteeapplicable Responsible Party, the Certificate Insurer, Securities Administrator or the Master Servicer, Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the related each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shallServicer, subject to the limitations of Section 6.03severally and not jointly, shall indemnify the Depositor (Depositor, the Class A-1B Certificate Insurer, the Responsible Parties, the Trustee and any Affiliate, director, officer, employee or agent of the Depositor), the Trustee, the Certificate Insurer and the Master Servicer, Depositor 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 actually sustains may sustain 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 the related Servicer, such Servicer or (iii) the failure of the related such Servicer to perform its duties and service the related Mortgage Loans in strict compliance with the terms of this Agreement. The related applicable Servicer immediately shall notify the Depositor, the Trustee, the Certificate Insurer Responsible Parties and the Master Servicer, Trustee if such a 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, each Responsible Party and the Trustee, the Certificate Insurer and the Master Servicer) 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 Trustee, the Certificate Insurer, either Responsible Party or the Master Servicer, Trustee in respect of such claim. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the related each Servicer.

Additional Indemnification by the Servicers; Third Party Claims. (a) Each Servicer shall, subject to the limitations of Section 6.03, shall indemnify the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee (and any Affiliate, director, officer, employee or agent of the Depositor), the Trustee, the Certificate Insurer and 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 actually sustains may sustain in any way related to (i) any breach by the related such Servicer of its representations and warranties referred to in Section 2.03(a), (ii) any error in any tax or information return prepared by the related such Servicer, or (iii) the failure of the related such Servicer to perform its duties and service the related Mortgage Loans in compliance with the terms of this Agreement. The related applicable Servicer immediately shall notify the Depositor, the Trustee, the Certificate Insurer and the Master Servicer, the Securities Administrator and the Trustee in writing 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 TrusteeMaster Servicer, the Certificate Insurer Securities Administrator and the Master ServicerTrustee) 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 Trustee, the Certificate Insurer, or the 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 such Servicer.