Common use of Additional Indemnification by the Seller Clause in Contracts

Additional Indemnification by the Seller. The Servicer shall indemnify Xxxxxx Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer and hold 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 any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b). The Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim 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 any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer.

Additional Indemnification by the Seller. The Servicer In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify Xxxxxx Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer Purchaser and hold each of them the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees (including all legal fees incurred with connection with the enforcement of the Seller's indemnification obligation under this Subsection 13.01) and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser or Successor Servicer may sustain in any way related to (a) the failure of the Servicer Seller to perform its duties obligations under this Agreement, (b) any breach of any of Seller's representations, warranties or covenants set forth in this Agreement, (c) the failure of the Seller to service and service administer the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)12. The Servicer Seller immediately shall notify Xxxxxx Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayedPurchaser) the defense of any such claim 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 any of such parties the Purchaser in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund Purchaser promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence sentence, except when the claim is in any way relates related to the Seller's indemnification pursuant to Section 7 or the first sentence of this Subsection 13.01, or is in any way related to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicerany Reconstitution Agreement.

Additional Indemnification by the Seller. The Servicer shall indemnify Xxxxxx Lehman Brothers Holdings Inc., the Trust Fund, the Trusteethx Xxxxtee, the Depositor and the Master Servicer and hold 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 any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b). The Servicer immediately shall notify Xxxxxx Lehman Brothers Holdings Inc., the Master Servicer and Servicex xxx the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim 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 any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer Servicer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.048.05, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer.

Additional Indemnification by the Seller. The Servicer In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify Xxxxxx Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer Purchaser and hold each of them 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 any of such parties the Purchaser may sustain in any way related to the failure of the Servicer Seller to perform its duties obligations under this Agreement including but not limited to its obligation to service and service administer the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)12. The Servicer immediately Seller shall notify Xxxxxx Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayedPurchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and to the extent Seller assumed such claim promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties the Purchaser in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund Purchaser promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence sentence, except when the claim is in any way relates related to the Seller's indemnification pursuant to Section 7 or the first sentence of this Subsection 13.01, or is in any way related to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicerany Reconstitution Agreement.

Additional Indemnification by the Seller. The Servicer shall indemnify Xxxxxx Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer and hold 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 any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)Agreement. The Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim 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 any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer Servicer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.048.05, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates related to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer.