Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer Depositor and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Certificate Insurer Trustee and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer Depositor and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer Trustee and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class X-IO and the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, 67 the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. The Seller agrees to indemnify and hold the Issuer, the Indenture Trustee, the Depositor, the Certificate Note Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indenture Trustee, the Certificate Note Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this AgreementIndenture. The Seller shall immediately notify the Issuer, the Indenture Trustee, the Depositor, the Certificate Note Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this AgreementIndenture, and the Seller shall assume (with the consent of the Indenture Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Issuer, the Depositor, the Servicer, the Seller, the Indenture Trustee, the Certificate Note Insurer and/or Owner in respect of such claim. The Indenture Trustee shall, in accordance with the instructions received from the Seller, reimburse the Seller only from the amounts otherwise distributable on the Class R Issuer's Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates related directly to the failure of the Seller to perform its duties in compliance with the terms of this AgreementIndenture. The provisions of this Section 6.12 5.13 shall survive the termination of this Agreement Indenture and the payment of the outstanding Certificates. END OF ARTICLE VINotes.