Common use of Indemnification by the Servicer Clause in Contracts

Indemnification by the Servicer. Each Servicer agrees to indemnify and hold the Trustee, the Seller and the Depositor harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller, the Depositor and the Trustee may sustain in any way caused by or arising out of the negligent failure of such Servicer, or Subservicer appointed by it, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and which, in the case of the Seller or the Depositor, materially and adversely affects such party. Each Servicer shall immediately notify the Trustee, the Seller, the Depositor and the Rating Agencies if a claim is made by a third party with respect to this Agreement, and the relevant Servicer may assume (with the consent of 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 the Seller, the Trustee and the Depositor. The Trustee shall reimburse such Servicer from amounts in the related Principal and Interest Account for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of such Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification by the Servicer. Each Servicer agrees to indemnify and hold the Trustee, the Master Servicer, the Seller and the Depositor and their employees, officers, directors and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller, the Master Servicer, the Depositor and the Trustee and their employees, officers, directors and agents may sustain in any way caused by or arising directly out of the negligent failure of such Servicer, or any Subservicer appointed by it, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and which, in the case of the Seller Seller, the Master Servicer or the Depositor, materially and adversely affects such party. Each Servicer shall immediately notify the Trustee, the Master Servicer, the Seller, the Depositor and the Rating Agencies if a claim is made by a third party with respect to this Agreement, and the relevant Servicer may assume (with the consent of 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 the Seller, the Master Servicer, the Trustee and the DepositorDepositor and their employees, officers, directors and agents. The Trustee shall reimburse such Servicer from amounts in the related Principal and Interest Account for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of such Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification by the Servicer. Each Servicer agrees to indemnify and hold the Trustee, the Seller and the Depositor and their employees, officers, directors and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller, the Depositor and the Trustee and their employees, officers, directors and agents may sustain in any way caused by or arising directly out of the negligent failure of such Servicer, or any Subservicer appointed by it, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and which, in the case of the Seller or the Depositor, materially and adversely affects such party. Each Servicer shall immediately notify the Trustee, the Seller, the Depositor and the Rating Agencies if a claim is made by a third party with respect to this Agreement, and the relevant Servicer may assume (with the consent of 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 the Seller, the Trustee and the DepositorDepositor and their employees, officers, directors and agents. The Trustee shall reimburse such Servicer from amounts in the related Principal and Interest Account for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of such Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification by the Servicer. Each Servicer agrees to indemnify and hold the Certificate Insurer, the Trustee, the Seller and the Depositor harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller, the Depositor Depositor, the Trustee and the Trustee Certificate Insurer may sustain in any way caused by or arising out of the negligent failure of such Servicer, or Subservicer appointed by it, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and which, in the case of the Seller Certificate Insurer, the Seller, the Trustee or the Depositor, materially and adversely affects such party. Each Servicer shall immediately notify the Trustee, the Certificate Insurer, the Seller, the Depositor and the Rating Agencies if a claim is made by a third party with respect to this Agreement, and the relevant Servicer may assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly 101 pay, discharge and satisfy any judgment or decree which may be entered against the Seller, the Trustee Trustee, the Depositor and the DepositorCertificate Insurer. The Trustee shall may, if necessary, reimburse such Servicer from amounts in otherwise distributable on the related Principal and Interest Account Class B-10 Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of such Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Indemnification by the Servicer. Each Servicer agrees to indemnify and hold the Trustee, the Master Servicer, the Seller and the Depositor and their employees, officers, directors and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller, the Master Servicer, the Depositor and the Trustee and their employees, officers, directors and agents may sustain in any way caused by or arising directly out of the negligent failure of such Servicer, or any Subservicer appointed by it, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement and which, in the case of the Seller Seller, the Master Servicer or the Depositor, materially and adversely affects such party. Each Servicer shall immediately notify the Trustee, the Master Servicer, the Seller, the Depositor and the Rating Agencies if a claim is made by a third party with respect to this Agreement, and the relevant Servicer may assume (with the consent of 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 the Seller, the Master Servicer, the Trustee and the DepositorDepositor and their employees, officers, directors and agents. The Trustee shall reimburse such Servicer from amounts in the related Principal and Interest Account for all amounts advanced by it pursuant to the preceding sentence except 117 when the claim relates directly to the failure of such Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.