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 or any reconstitution Agreement entered into purchase to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence. (b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller or the Seller's negligence, bad faith or willful misconduct in connection therewith."
Appears in 1 contract
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 or any reconstitution Agreement entered into purchase to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
(b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1March 31, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1March 31, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller or the Seller's negligence, bad faith or willful misconduct in connection therewith."
Appears in 1 contract
Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.037.03 of the Agreement, 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 or any reconstitution Reconstitution Agreement entered into purchase pursuant to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
(b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September March 1, 2006 2007 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September March 1, 2006 2007 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller or the Seller's negligence, bad faith or willful misconduct in connection therewith."
Appears in 1 contract
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 or any reconstitution Agreement entered into purchase to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
(b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller Exhibit 10 hereto 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller Exhibit 10 hereto or the Seller's negligence, bad faith or willful misconduct in connection therewith."
Appears in 1 contract
Additional Indemnification by the Seller. (a) In addition to the indemnification provided in Subsection 7.037.03 of the Agreement, 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 or any reconstitution Reconstitution Agreement entered into purchase pursuant to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
(b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September January 1, 2006 2007 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller or the Seller's negligence, bad faith or willful misconduct in connection therewith."in
Appears in 1 contract
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 or any reconstitution Agreement entered into purchase to Section 12, unless such failure is due to the Purchaser's willful misconduct or gross negligence.
(b) The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September July 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 the one hand and the Seller on the other in connection with a breach of the Servicer's obligations under Attachment 6 to the Assignment, Assumption and Recognition Agreement, dated as of September July 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., and the Seller or the Seller's negligence, bad faith or willful misconduct in connection therewith."" Miscellaneous
Appears in 1 contract