Common use of Indemnification of the Trustee and the Master Servicer Clause in Contracts

Indemnification of the Trustee and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect to the Mortgage Loans and the Certificates, the Servicing Agreements, the Assignment Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s failure to receive any such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Trustee and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons forincluding LaSalle Bank National Association as Trustee and in its individual capacity only to the extent of its performance of its duties hereunder, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect Agreement, including any powers of attorney delivered pursuant to the Mortgage Loans and the Certificatesthis Agreement, the Servicing Agreements, the Assignment Custodial Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s 's failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Sponsor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s ; provided, however that the failure to receive any give such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent relieve the Master Servicer is materially prejudiced by such failure to give noticeof its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Trustee and the Master Servicer. (ac) The Master Servicer agrees to indemnify the Indemnified Persons forincluding LaSalle Bank National Association as Trustee and in its individual capacity only to the extent of its performance of its duties hereunder, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect Agreement, including any powers of attorney delivered pursuant to the Mortgage Loans and the Certificatesthis Agreement, the Servicing Agreements, the Assignment Custodial Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s ; provided, however that the failure to receive any give such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent relieve the Master Servicer is materially prejudiced by such failure to give noticeof its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Trustee and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons including LaSalle Bank National Association as Trustee and in its individual capacity only to the extent of its performance of its duties hereunder for, and to hold them harmless against, any loss, liability liability, or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect Agreement, including any powers of attorney delivered pursuant to the Mortgage Loans and the Certificatesthis Agreement, the Servicing Agreements, the Assignment Custodial Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Seller written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s ; provided, however that the failure to receive any give such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent relieve the Master Servicer is materially prejudiced by such failure to give noticeof its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Trustee and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons including LaSalle Bank National Association as Trustee and in its individual capacity solely with respect to BSABS 2006-EC1 for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect Agreement, including any powers of attorney delivered pursuant to the Mortgage Loans and the Certificatesthis Agreement, the Servicing Agreements, the Assignment Custodial Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor Sponsor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s ; provided, however that the failure to receive any give such notice shall not affect the Indemnified Person’s right to indemnification hereunder, except to the extent relieve the Master Servicer is materially prejudiced by such failure to give noticeof its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

Indemnification of the Trustee and the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement with respect to the Mortgage Loans and the CertificatesAgreement, the Servicing Agreements, the Assignment Agreement Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified Person Trustee shall have given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer of the Indemnified Person Trustee shall have with respect to such claim or legal action and actual knowledge thereof. The Master Servicer’s failure to receive any such notice shall not affect the Indemnified PersonTrustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.