Common use of Indemnification of the Master Servicer Clause in Contracts

Indemnification of the Master Servicer. (a) To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to enforcement of the EMC Servicer's obligations under the Agreement (i) related to the EMC Servicer's failure to perform its duties in compliance with the Agreement or (ii) incurred by reason of the EMC Servicer's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Agreement or by reason of its reckless disregard of its obligations and duties under the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Master Servicer shall have given the EMC Servicer written notice thereof promptly after a Responsible Officer of the Master Servicer shall have with respect to such claim or legal action actual knowledge thereof. The Master Servicer's failure to give such notice shall not affect its right to indemnification hereunder. This indemnity shall survive the resignation or removal of the Trustee, the Master Servicer, the EMC Servicer or the Securities Administrator and the termination of the Agreement.