Common use of Additional Indemnification by the Seller Clause in Contracts

Additional Indemnification by the Seller. In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, or (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of its servicing obligations pursuant thereto including its obligations to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Additional Indemnification by the Seller. In addition to the indemnification provided in Subsection 7.03The Servicer shall indemnify Xxxxxx Brothers Holdings Inc., the Seller shall indemnify Trust Estate, the Purchaser Issuer, the Insurer, the Indenture Trustee, the Depositor and the Master Servicer and hold the Purchaser each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser any of such parties may sustain in any way related to the failure of the Seller Servicer to perform its duties and service and administer the Mortgage Revolving Credit Loans in strict compliance with the terms of this AgreementAgreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.04(b). Notwithstanding the foregoingThe Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Purchaser Master Servicer, the Issuer, the Insurer and the Indenture Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Revolving Credit Loans, assume (with the prior written consent of the indemnified party, which consent shall indemnify not be unreasonably withheld or delayed) the Seller defense of any such claim and hold it harmless against any and pay all claimsexpenses in connection therewith, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgmentsincluding counsel fees, and promptly pay, discharge and satisfy any other costsjudgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Indenture Trustee (acting at the direction of the Insurer) in connection with such claim. The Servicer shall provide the Indenture Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 9.01, fees and expenses that the Seller may sustain Indenture Trustee from the assets of the Trust Estate promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way related relates to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, or (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of its servicing obligations pursuant thereto including its obligations Servicer to service and administer the Mortgage Revolving Credit Loans in strict compliance with the terms of this AgreementAgreement or the gross negligence, bad faith or willful misconduct of this Servicer.

Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its obligations under this Agreement, including but not limited to its obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Notwithstanding the foregoingAgreement or any reconstitution Agreement entered into purchase to Section 12, the Purchaser shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related unless such failure is due to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, 's willful misconduct or gross negligence. (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that The Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and other costs and expenses resulting from arising out of or based upon a breach by the Seller or any claimof its officers, demanddirectors, defense agents or assertion based affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of April 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Seller or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on or grounded upon, or resulting from, the one hand and the Seller on the other in connection with a breach of its servicing the Servicer's obligations pursuant thereto including its obligations under Attachment 6 to service the Assignment, Assumption and administer Recognition Agreement, dated as of April 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Mortgage Loans Seller or the Seller's negligence, bad faith or willful misconduct in compliance with the terms of this Agreementconnection therewith." Miscellaneous

Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its obligations under this Agreement, including but not limited to its obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Notwithstanding the foregoingAgreement or any reconstitution Agreement entered into purchase to Section 12, the Purchaser shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related unless such failure is due to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, 's willful misconduct or gross negligence. (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that The Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and other costs and expenses resulting from arising out of or based upon a breach by the Seller or any claimof its officers, demanddirectors, defense agents or assertion based affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of July 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Seller or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on or grounded upon, or resulting from, the one hand and the Seller on the other in connection with a breach of its servicing the Servicer's obligations pursuant thereto including its obligations under Attachment 6 to service the Assignment, Assumption and administer Recognition Agreement, dated as of July 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Mortgage Loans Seller or the Seller's negligence, bad faith or willful misconduct in compliance with the terms of this Agreementconnection therewith." Miscellaneous

Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its obligations under this Agreement, including but not limited to its obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Notwithstanding the foregoingAgreement or any reconstitution Agreement entered into purchase to Section 12, the Purchaser shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related unless such failure is due to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, 's willful misconduct or gross negligence. (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that The Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and other costs and expenses resulting from arising out of or based upon a breach by the Seller or any claimof its officers, demanddirectors, defense agents or assertion based affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Seller or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on or grounded upon, or resulting from, the one hand and the Seller on the other in connection with a breach of its servicing the Servicer's obligations pursuant thereto including its obligations under Attachment 6 to service the Assignment, Assumption and administer Recognition Agreement, dated as of September 1, 2006 among Xxxxxxx Xxxxx Mortgage Lending, Inc., Xxxxxxx Xxxxx Mortgage Investors, Inc., and the Mortgage Loans Seller or the Seller's negligence, bad faith or willful misconduct in compliance with the terms of this Agreementconnection therewith."

Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its obligations under this Agreement, including but not limited to its obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. Notwithstanding the foregoingAgreement or any reconstitution Agreement entered into purchase to Section 12, the Purchaser shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related unless such failure is due to (a) actions or inactions of the Seller which were taken or omitted upon the instruction or direction of the Purchaser, 's willful misconduct or gross negligence. (b) the failure of the Purchaser to perform its obligations under this Agreement, including the provisions of Subsection 13.03. Notwithstanding the foregoing, in the event that The Seller assigns the servicing rights to Countrywide Home Loans Servicing LP, from the date of such assignment and thereafter, the Purchaser shall only be entitled to seek indemnification from Countrywide Home Loans Servicing LP with respect to the servicing obligations pursuant to such assignment. Countrywide Home Loans Servicing LP shall indemnify the Purchaser and hold it harmless the Master servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and other costs and expenses resulting from arising out of or based upon a breach by the Seller or any claimof its officers, demanddirectors, defense agents or assertion based affiliates of its obligations under Attachment 5 to the Assignment, Assumption and Recognition Agreement, dated as of November 15, 2005 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Invxxxxxx, Xxx., and the Seller or the nexxxxxxxe, xxx faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on or grounded upon, or resulting from, the one hand and the Seller on the other in connection with a breach of its servicing the Servicer's obligations pursuant thereto including its obligations under Attachment 5 to service the Assignment, Assumption and administer Recognition Agreement, dated as of November 15, 2005 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Invxxxxxx, Xxx., and the Mortgage Loans Seller or the Seller's negligence, bad faith or willful misconduct in compliance with the terms of this Agreementconnection therewith."