Common use of Additional Indemnification by the Special Servicer; Third Party Claims. Clause in Contracts

Additional Indemnification by the Special Servicer; Third Party Claims.. (a) The Special Servicer shall indemnify the Seller, the Depositor, the Trustee, the Master Servicer, the Trust Fund and each of their respective directors, officers, employees and agents and the Trust Fund and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (A) any failure by the Special Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 5.04, 5.05 or 5.06 or any failure by the Special Servicer to identify pursuant to Section 7.04(c) any Subcontractor that is a Participating Entity; (B) the failure of the Special Servicer to perform its duties and service the Mortgage Loans in material compliance with the terms of this Agreement or (C) the failure of the Special Servicer to cause any event to occur or not to occur which would have occurred or would not have occurred, as applicable, if the Special Servicer were applying Accepted Servicing Practices under this Agreement. In the case of any failure of performance described in clause (a)(A) of this Section 6.03, the Special Servicer shall promptly reimburse the Trustee, the Master Servicer or the Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transaction relating to this Agreement, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to this transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Special Servicer, any Subservicer or any Subcontractor. The Special Servicer shall immediately notify the Seller, the Depositor, the Master Servicer, the Trustee, the Trust Fund or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party in the event of an indemnified claim) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any other party in respect of such claim and follow any written instructions received from such indemnified party in connection with such claim. Subject to the Special Servicer’s indemnification pursuant to Section 6.02, or the failure of the Special Servicer to service and administer the Mortgage Loans in material compliance with the terms of this Agreement, the Trust Fund shall indemnify the Special Servicer and hold the Special Servicer harmless against any and all Costs that the Special Servicer may sustain in connection with any legal action relating to this Agreement, the Certificates or the origination or Servicing of the Mortgage Loans by any prior owner or special servicer, other than any Costs incurred by reason of the Special Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder.