Common use of Agreement to Indemnify, Defend and Hold Harmless Clause in Contracts

Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, fines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations and duties with respect to the Mortgages or managing or disposing of Property in accordance with this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event shall this indemnification be deemed to be a guarantee of payment by any obligor of any Mortgage. If an Indemnified Party seeks indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s approval, which approval shall not be unreasonably withheld; provided, further, that the Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Party may effect. The Indemnified Party shall use reasonable efforts to mitigate any claims tendered to the PFI. The Indemnified Party shall assign to the PFI all of its claims for recovery against third parties for any indemnification provided by the PFI, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwise. (b) If any Person, including, without limitation, any governmental agency, department or official, sues the Bank or any other Indemnified Party, makes a claim against any Indemnified Party or starts a proceeding against any Indemnified Party based on the PFI's acts or omissions, or purported acts or omissions, in servicing Mortgages or managing or disposing of Property, the PFI's obligation to (c) The PFI's indemnification obligation does not apply, however, to the extent that during a suit, claim or proceeding, the Bank gives the PFI express written instructions and solely as a result of the PFI following them an Indemnified Party suffers losses, damages, judgments or legal expenses.

Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, finesfines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations and duties with respect to the Mortgages or managing or disposing of Property in accordance with this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event shall this indemnification indemnification be deemed to be a guarantee of payment by any obligor of any Mortgage. If an Indemnified Indemnified Party seeks indemnification indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Indemnified Party; provided, however, that the Indemnified Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s approval, which approval shall not be unreasonably withheld; provided, further, provided further that the Indemnified Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Indemnified Party may effecteffect. The Indemnified Indemnified Party shall use reasonable efforts efforts to mitigate any claims tendered to the PFI. The Indemnified Indemnified Party shall assign to the PFI all of its claims for recovery against third parties for any indemnification indemnification provided by the PFI, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwise. (b) If any Person, including, without limitation, any governmental agency, department or officialofficial, sues the Bank or any other Indemnified Indemnified Party, makes a claim against any Indemnified Indemnified Party or starts a proceeding against any Indemnified Indemnified Party based on the PFI's ’s acts or omissions, or purported acts or omissions, in servicing Mortgages or managing or disposing of Property, the PFI's ’s obligation toto indemnify, defend and hold harmless the Bank or any other Indemnified Parties shall be met regardless of whether the suit, claim or proceeding has merit or not. (c) The PFI's indemnification ’s indemnification obligation does not apply, however, to the extent that during a suit, claim or proceeding, the Bank gives the PFI express written instructions and solely as a result of the PFI following them an Indemnified Indemnified Party suffers suffers losses, damages, judgments or legal expenses.

Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, finesfines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the its failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations services and duties in connection with respect to the servicing Mortgages or managing or disposing of Property in accordance with according to this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with under this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event Such defense shall this indemnification be deemed to be a guarantee of payment conducted by any obligor of any Mortgage. If an Indemnified Party seeks indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only counsel acceptable to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s approval, which approval shall not be unreasonably withheld; provided, further, that the Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Party may effect. The Indemnified Party shall use reasonable efforts to mitigate any claims tendered to the PFI. The Indemnified Party shall assign to the PFI all of its claims for recovery against third parties for any indemnification provided by the PFI, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwiseBank. (b) If any Person, including, without limitation, any governmental agency, department or officialofficial, sues the Bank or any other Indemnified Indemnified Party, makes a claim against the Bank or any Indemnified other Indemnified Party or starts a proceeding against the Bank or any Indemnified other Indemnified Party based on the PFI's ’s acts or omissions, or purported acts or omissions, in servicing Mortgages or managing or disposing of Property, the PFI's ’s obligation toto indemnify, defend and hold harmless the Bank or any other Indemnified Parties shall be met regardless of whether the suit, claim or proceeding has merit or not. (c) The PFI's indemnification ’s obligation does not apply, however, to the extent that during a suit, claim or proceeding, the Bank gives the PFI express written instructions and solely as a result of the PFI following them an Indemnified Indemnified Party suffers suffers losses, damages, judgments or legal expenses.

Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, finesfines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations and duties with respect to the Mortgages or managing or disposing of Property in accordance with this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event shall this indemnification indemnification be deemed to be a guarantee of payment by any obligor of any Mortgage. If an Indemnified Indemnified Party seeks indemnification indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Indemnified Party; provided, however, that the Indemnified Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s 's approval, which approval shall not be unreasonably withheld; provided, further, provided further that the Indemnified Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Indemnified Party may effecteffect. The Indemnified Indemnified Party shall use reasonable efforts efforts to mitigate any claims tendered to the PFI. The Indemnified Indemnified Party shall assign to the PFI all of its claims for recovery against third parties for any indemnification indemnification provided by the PFI, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwise. (b) If any Person, including, without limitation, any governmental agency, department or officialofficial, sues the Bank or any other Indemnified Indemnified Party, makes a claim against any Indemnified Indemnified Party or starts a proceeding against any Indemnified Indemnified Party based on the PFI's acts or omissions, or purported acts or omissions, in servicing Mortgages or managing or disposing of Property, the PFI's obligation toto indemnify, defend and hold harmless the Bank or any other Indemnified Parties shall be met regardless of whether the suit, claim or proceeding has merit or not. (c) The PFI's indemnification indemnification obligation does not apply, however, to the extent that during a suit, claim or proceeding, the Bank gives the PFI express written instructions and solely as a result of the PFI following them an Indemnified Indemnified Party suffers suffers losses, damages, judgments or legal expenses.

Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, finesfines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations and duties with respect to the Mortgages or managing or disposing of Property in accordance with this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event shall this indemnification indemnification be deemed to be a guarantee of payment by any obligor of any Mortgage. If an Indemnified Indemnified Party seeks indemnification indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Indemnified Party; provided, however, that the Indemnified Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s approval, which approval shall not be unreasonably withheld; provided, further, that the Indemnified Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Indemnified Party may effecteffect. The Indemnified Indemnified Party shall use reasonable efforts efforts to mitigate any claims tendered to the PFI. The Indemnified Indemnified Party shall assign to the PFI all of its claims for recovery against third parties for any indemnification indemnification provided by the PFI, whether such claims arise pursuant to insurance coverage, contribution, subrogation or otherwise. (b) If any Person, including, without limitation, any governmental agency, department or officialofficial, sues the Bank or any other Indemnified Indemnified Party, makes a claim against any Indemnified Indemnified Party or starts a proceeding against any Indemnified Indemnified Party based on the PFI's acts or omissions, or purported acts or omissions, in servicing Mortgages or managing or disposing of Property, the PFI's obligation toto indemnify, defend and hold harmless the Bank or any other Indemnified Parties shall be met regardless of whether the suit, claim or proceeding has merit or not. (c) The PFI's indemnification indemnification obligation does not apply, however, to the extent that during a suit, claim or proceeding, the Bank gives the PFI express written instructions and solely as a result of the PFI following them an Indemnified Indemnified Party suffers suffers losses, damages, judgments or legal expenses.