Common use of PRIMARY SERVICER'S INDEMNITY Clause in Contracts

PRIMARY SERVICER'S INDEMNITY. THE PRIMARY SERVICER SHALL INDEMNIFY THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES AND AGENTS AGAINST, AND HOLD THE MASTER SERVICER HARMLESS FROM, ANY AND ALL LOSSES, LIABILITIES, EXPENSES, CLAIMS, DEMANDS, COSTS, OR JUDGMENT OF ANY TYPE AGAINST THE MASTER SERVICER ARISING OUT OF OR RELATED TO (I) A NEGLIGENT OR WILLFUL FAILURE OF THE PRIMARY SERVICER OR ANY PERSON HIRED BY THE PRIMARY SERVICER TO PERFORM PROPERLY ANY OF THE SERVICES TO BE PERFORMED BY THE PRIMARY SERVICER PURSUANT TO THE PAYMENT AND COLLECTION DESCRIPTION, THE PAYMENT AND LOAN STATUS REPORTS AND TASK DESCRIPTION, (II) ANY FAILURE BY THE PRIMARY SERVICER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OR (III) BREACH OF ANY OF THE PRIMARY SERVICER'S REPRESENTATIONS AND WARRANTIES HEREUNDER; PROVIDED, HOWEVER, THAT THE PRIMARY SERVICER SHALL NOT BE REQUIRED TO INDEMNIFY THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS AGAINST OR HOLD THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS HARMLESS FROM ANY LOSSES TO THE EXTENT THAT SUCH LOSS IS CAUSED BY THE ACTIONS OF THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS IN VIOLATION OF THE MASTER SERVICER'S DUTIES UNDER THIS AGREEMENT OR UNDER THE POOLING AND SERVICING AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH FAILURE WAS CAUSED BY THE PRIMARY SERVICER'S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER). THE INDEMNIFICATION PROVIDED UNDER THIS SECTION 9.1 SHALL SURVIVE THE PRIMARY SERVICING TERMINATION DATE. THE MASTER SERVICER SHALL PROMPTLY NOTIFY THE PRIMARY SERVICER IF A CLAIM IS MADE BY A THIRD PARTY WITH RESPECT TO THIS AGREEMENT OR THE MORTGAGE LOANS ENTITLING THE MASTER SERVICER TO INDEMNIFICATION HEREUNDER. THE PRIMARY SERVICER SHALL ASSUME THE DEFENSE OF ANY SUCH CLAIM (WITH COUNSEL REASONABLY SATISFACTORY TO THE MASTER SERVICER) AND PAY ALL EXPENSES IN CONNECTION THEREWITH, INCLUDING COUNSEL FEES, AND PROMPTLY PAY, DISCHARGE AND SATISFY ANY JUDGMENT OR DECREE WHICH MAY BE ENTERED AGAINST IT OR THEM IN RESPECT OF SUCH CLAIM. ANY FAILURE TO SO NOTIFY THE PRIMARY SERVICER SHALL NOT AFFECT ANY OF THE MASTER SERVICER'S RIGHTS TO INDEMNIFICATION.