Indemnification; Remedies. The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 57 contracts
Samples: Flow Mortgage Loan Purchase and Sale Agreement (Sequoia Mortgage Trust 2012-3), Flow Mortgage Loan Purchase and Sale Agreement (Sequoia Mortgage Trust 2012-5), Sale and Servicing Agreement (Sequoia Mortgage Trust 2007-1)
Indemnification; Remedies. (i) The Company shall indemnify the PurchaserDepositor, each affiliate of the PurchaserDepositor, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited toto each master servicer, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates (each, an "Indemnified Party") of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 20 contracts
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-11), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 20 contracts
Samples: Sale and Servicing Agreement (Lehman XS Trust Series 2006-14n), Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-9f), Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-10f)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker broker-dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 13 contracts
Samples: Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2006-C), Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2006-D), Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2007-B)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 12 contracts
Samples: Reconstitution Agreement (HarborView 2007-2), Master Interim Servicing Agreement (HarborView 2007-3), Master Interim Servicing Agreement (HarborView 2006-10)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising solely out of or based solely upon:
Appears in 12 contracts
Samples: Reconstitution Agreement (Harborview 2006-6), Reconstitution Agreement (HarborView 2006-13), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1)
Indemnification; Remedies. The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, the Depositor and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer master servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserOwner, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 9 contracts
Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-11ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Servicing Agreement (MASTR Asset Securitization Trust 2006-3), Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer master servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 8 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar6)
Indemnification; Remedies. The Company shall indemnify the PurchaserOwner, each affiliate Affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates Affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 7 contracts
Samples: Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2012-1), Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2012-3), Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2013-1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Banc of America Funding 2006-D Trust), Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2006-7), Sale and Servicing Agreement (Luminent Mortgage Trust 2006-6)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an and “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 6 contracts
Samples: Purchase, Warranties and Servicing Agreement (MASTR Alternative Loan Trust 2006-2), Purchase, Warranties and Servicing Agreement (Starm Mortgage Loan Trust 2007-2), Purchase, Warranties and Servicing Agreement (MASTR Asset Securitization Trust 2006-3)
Indemnification; Remedies. The Company (a) Each Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 6 contracts
Samples: Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar2), Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Servicing Agreement (GSR Mortgage Loan Trust 2006-9f)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entitysponsor; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Banc of America Funding 2006-3 Trust), Sale and Servicing Agreement (Banc of America Funding 2006-2 Trust), Sale and Servicing Agreement (Banc of America Funding 2006-4 Trust)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 6 contracts
Samples: Flow Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-3), Flow Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Flow Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-2)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain solely and directly arising out of or based upon:
Appears in 6 contracts
Samples: Warranties and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S4), Warranties and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S1), Warranties and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the PurchaserPurchaser participating in a Securitization Transaction, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them (each, an "Indemnified Party") harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 5 contracts
Samples: Banc of America Funding 2006-4 Trust, Banc of America Funding 2006-2 Trust, Banc of America Funding 2006-3 Trust
Indemnification; Remedies. (a) The Company Purchaser shall indemnify the PurchaserSeller, each affiliate of the PurchaserSeller, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 5 contracts
Samples: Interim Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2), Interim Servicing Agreement (Merrill Lynch Investors Trust, Series 2006-A2), Interim Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, the Depositor and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer master servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserOwner, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 5 contracts
Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-14sl), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-4sl)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 5 contracts
Samples: Warranties and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4), Warranties and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-1), Warranties and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)
Indemnification; Remedies. (i) The Company shall indemnify the PurchaserDepositor, each affiliate of the PurchaserDepositor, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited toto each master servicer, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates (each, an “Indemnified Party”) of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 4 contracts
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “a "Purchaser Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 4 contracts
Samples: Banc of America Funding Corp, Servicing Agreement (Banc of America Funding 2007-4 Trust), Servicing Agreement (Banc of America Funding 2007-3 Trust)
Indemnification; Remedies. The Company (a) Each Seller, jointly and severally, shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain primarily and directly arising out of or based upon:
Appears in 3 contracts
Samples: Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-1f), Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-2f), Warranties and Servicing Agreement (Banc of America Funding 2006-6 Trust)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: Transaction (and each Sponsor; shall be an “Owner Indemnified Party”): each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserOwner, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-4), Loan Servicing Agreement (Sequoia Mortgage Trust 2007-3), Loan Servicing Agreement (Sequoia Residential Funding Inc)
Indemnification; Remedies. (a) The Company Seller or the Servicer, as applicable, shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Reconstituted Servicing Agreement (HarborView 2007-2), Reconstituted Servicing Agreement (Harborview 2006-7), Reconstituted Servicing Agreement (HarborView 2007-5)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any actual claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd2)
Indemnification; Remedies. (a) The Company Seller and the Servicer, jointly and severally, shall each indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)
Indemnification; Remedies. (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, Purchaser and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction (which Person may be the Master Servicer in the event the Master Servicer is the Person responsible for the execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction), or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, ; each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates employees of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2), Mortgage Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1)
Indemnification; Remedies. The Company (a) Each of the Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, the Depositor and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-8), Mortgage Loan Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-Oa1), Mortgage Loan Sale and Servicing Agreement (GSAA Home Equity Trust 2006-16)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Af1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A2), Assignment, Assumption and Recognition Agreement (Merrill Lynch Investors Trust, Series 2006-A2)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, Purchaser and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicableServicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them (each, an “Indemnified Party”) harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2007-3), Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-Cl1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserSeller, the Master Servicer, each affiliate of the PurchaserSeller and the Master Servicer, and each of the following parties participating in a Securitization TransactionPass-Through Transfer: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization TransactionPass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization TransactionPass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 3 contracts
Samples: Servicing Agreement (MASTR Alternative Loan Trust 2006-3), Servicing Agreement (MASTR Asset Securitization Trust 2006-3), Servicing Agreement (MASTR Alternative Loan Trust 2006-1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), ) and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Warranties and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar5), Warranties and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10)
Indemnification; Remedies. (a) The Company Seller shall indemnify and hold harmless the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Securities Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (eachDepositor, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)
Indemnification; Remedies. (i) The Company Seller shall indemnify the PurchaserDepositor, each affiliate of the PurchaserDepositor, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited toto each master servicer, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates (each, an “Indemnified Party”) of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the PurchaserPurchaser participating in a Securitization Transaction, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them (each, an "Indemnified Party") harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (FFMLT 2006-Ff6), Pooling and Servicing Agreement (Gs-FFMLT 2006-Ff13)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxxx Xxx); xxx xxx xxxxxxxxxx xxxxxxx xxx xxxxxx xxxxxxxxx, xxxxxxxx, xmployees and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Assumption and Recognition Agreement (CSMC Mortgage Backed Trust Series 2007-1), Assumption and Recognition Agreement (CSMC Trust 2007-4)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (TBW 2006-2), Mortgage Loan Purchase Agreement (TBW 2006-1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Warranties and Servicing Agreement (MASTR Asset Securitization Trust 2007-1), Assignment, Assumption and Recognition Agreement (MASTR Alternative Loan Trust 2006-1)
Indemnification; Remedies. The Company shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-1)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-S1), Purchase, Warranties and Servicing Agreement (MASTR Asset Securitization Trust 2007-2)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5)
Indemnification; Remedies. (a) The Company shall indemnify the PurchaserInitial Owner, each affiliate of the PurchaserInitial Owner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an a “Initial Owner Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Lehman XS Trust Series 2007-2n), Sale and Servicing Agreement (Lehman XS Trust Series 2007-15n)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (PHH Alternative Mortgage Trust, Series 2007-1), Assignment, Assumption and Recognition Agreement (PHH Alternative Mortgage Trust, Series 2007-1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor Purchaser (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Servicing Agreement (PHH Alternative Mortgage Trust, Series 2007-3), Servicing Agreement (PHH Alternative Mortgage Trust, Series 2007-2)
Indemnification; Remedies. The Company (a) Each of the Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-Ar1), Mortgage Loan Sale and Servicing Agreement (GSAA Home Equity Trust 2006-6)
Indemnification; Remedies. (a) The Company shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Owner Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Reference Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar3), Reference Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited toto each master servicer, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates (each, an "Indemnified Party") of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an a “Purchaser Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (GSR 2007-Oa2)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, including any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, the Master Servicer, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: the Depositor, each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Mortgage Loan Sale and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, the Master Servicer, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: the Depositor, each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Lares Asset Securitization, Inc.)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the EXHIBIT 10.5 EXECUTION COPY Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2007-2)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer if applicableServicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)
Indemnification; Remedies. (i) The Company Seller shall indemnify the PurchaserDepositor, each affiliate of the PurchaserDepositor, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited toto each master servicer, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates (each, an "Indemnified Party") of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, ( including but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Indemnification; Remedies. The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, claims losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Master Bulk Sale and Servicing Agreement (Banc of America Funding Corp)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (Luminent Mortgage Trust 2006-6)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “a "Purchaser Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Luminent Mortgage Trust 2006-6
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer if applicableServicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer master servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Loan Purchase and Interim Servicing Agreement (Luminent Mortgage Trust 2007-2)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicableServicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (Peoples Choice Home Loan Securities Corp)
Indemnification; Remedies. (a) The Company Seller and the Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, affiliates and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Sequoia Mortgage Trust 2013-1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserMaster Servicer, each affiliate of the PurchaserMaster Servicer, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP Trust 2006-2)
Indemnification; Remedies. (i) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Banc of America Funding 2006-H Trust)
Indemnification; Remedies. (a) The Company shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserOwner, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Alternative Loan Trust 2007-Hf1)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any securitization trustee, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents agents, trustees and affiliates of each of the foregoing and of the Depositor (each, an a “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Purchase and Warranties Agreement (Caliber Home Loans, Inc.)
Indemnification; Remedies. The Company (a) PHH Mortgage shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserpurchaser that is an affiliate of the Purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, each an “Indemnified Party”),, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses (collectively, the “Losses”) that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (PHH Mortgage Trust, Series 2008-Cim1)
Indemnification; Remedies. (a) The Company Servicer and the Subservicer shall indemnify the PurchaserDepositor, each affiliate of the PurchaserDepositor, and each of the following parties participating in a Securitization Transaction: each the Sponsor; each issuing entity, the Issuing Entity; each Person (including, but not limited to, any Master Servicer if applicableServicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (People's Financial Realty Mortgage Securities 2006-1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserOwner, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain solely and directly arising out of or based upon:
Appears in 1 contract
Samples: Flow Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActXxxxxxxx Xxx); xxx xxx xxxxxxxxxx xxxxxxx xxx xxxxxx xxxxxxxxx, xxxxxxxx, employees and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)
Indemnification; Remedies. (a) The Company shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Custodial Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ramp1)
Indemnification; Remedies. (a) The Company shall indemnify the PurchaserOwner, each affiliate of the PurchaserOwner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “"Owner Indemnified Party”"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Reference Agreement (HSI Asset Loan Obligation Trust 2007-Ar1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:: 49
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (TBW Mortgage-Backed Trust Series 2006-4)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, the Master Servicer, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: the Depositor, each Sponsor; each sponsor and issuing entity; each Person (including, including but not limited to, to any Master Servicer Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Warranties and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S1)
Indemnification; Remedies. (a) The Company Applicable Servicer shall indemnify the PurchaserTrustee, the Master Servicer, the Securities Administrator, the Depositor, the Seller, each affiliate of the PurchaserSeller, and each of the following parties participating in a Securitization Transactionthe transactions contemplated by this Agreement: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transactiontransactions, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transactiontransactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, employees and agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2007-He1)
Indemnification; Remedies. (a) The Company shall indemnify the Purchaser, each affiliate of the PurchaserPurchaser participating in a Securitization Transaction, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); ) and the respective present and former directors, officers, employees, agents directors and affiliates officers of each of the foregoing foregoing; and shall hold each of the Depositor them (each, an “Indemnified Party”), and shall hold each of them ) harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Reconstituted Servicing Agreement (Lehman Mortgage Trust 2007-5)
Indemnification; Remedies. (a) The Company Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActExxxxxxx Xxx); xxx xxx xxxxxxxxxx xxxxxxx xxx xxxxxx xxxxxxxxx, xxxxxxxx, xxxloyees and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”)Depositor, and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs)
Indemnification; Remedies. (a) The Company Seller shall indemnify the Purchaser, each affiliate of the Purchaser, any Master Servicer and each of the following parties participating in a the Securitization Transaction: each Sponsor; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaserDepositor, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
Appears in 1 contract
Samples: Mortgage Loan Purchase and Servicing Agreement (TBW Mortgage-Backed Trust Series 2006-6)
