Common use of Indemnification; Third Party Claims Clause in Contracts

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, the Purchase and Servicing Agreements and the servicing Agreements. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim; provided, however, that the failure to so notify the Master Servicer shall not affect the Depositor’s, the Securities Administrator’s or the Trustee’s right to indemnification hereunder except to the extent that the Master Servicer’s defense of any such claim has been materially prejudiced thereby.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to Issuer and the extent that Indenture Trustee, the Master Owner Trustee, the Swap Counterparty, the Servicer and the Securities Administrator are not the same Person) and the Trustee, Subservicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Issuer, the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Servicer or the Trustee Subservicer may sustain as a result of the failure of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and master service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to Issuer, the extent that Indenture Trustee, the Master Owner Trustee, the Servicer and the Securities Administrator are not the same Person) and the Trustee Subservicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Securities Administrator (to Issuer, the extent that Indenture Trustee, the Master Owner Trustee, the Servicer and the Securities Administrator are not the same Person) or the Trustee Subservicer to indemnification under this Section 9.095.30, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, the Purchase and Servicing Agreements and Servicing Agreements. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim, provided, however, that the failure to so notify the Master Servicer shall not affect the Depositor’s, the Security Administrator’s or the Trustee’s right to indemnification hereunder except to the extent that the Master Servicer’s defense of any such claim has been materially prejudiced thereby.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement, the Purchase and Servicing Agreements and Servicing Agreements. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim; provided, however, that the failure to so notify the Master Servicer shall not affect the Depositor’s, the Securities Administrator’s or the Trustee’s right to indemnification hereunder except to the extent that the Master Servicer’s defense of such claim has been materially prejudiced thereby.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), SPS and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, SPS or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), SPS and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), SPS or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer Depositor and the Securities Administrator are not the same Person) and the Indenture Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Depositor or the Indenture Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this AgreementAgreement and the Purchase and Servicing Agreements. The Depositor, the Securities Administrator (to the extent that the Master Servicer Depositor and the Securities Administrator are not the same Person) and the Indenture Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) Depositor or the Indenture Trustee to indemnification under this Section 9.094.08, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim; provided, however, that the failure to so notify the Master Servicer shall not affect the Depositor’s or the Indenture Trustee’s right to indemnification hereunder except to the extent that the Master Servicer’s defense of any such claim has been materially prejudiced thereby.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to Trust, the extent that Delaware Trustee, the Master Servicer Trustee and the Securities Administrator are not the same Person) and the Trustee, Servicer and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilityliabilities, fees and expenses that the Depositor, the Securities Administrator Trust, the Delaware Trustee, the Trustee or the Trustee Servicer may sustain as a result of the failure of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of Servicer to perform its duties hereunder or by reason and master service the Mortgage Loans in compliance with the terms of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to Trust, the extent that Delaware Trustee, the Master Servicer Trustee and the Securities Administrator are not the same Person) and the Trustee Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or Agreement, the Mortgage Loans entitling the Depositor, the Securities Administrator (to Trust, the extent that Delaware Trustee, the Master Servicer and the Securities Administrator are not the same Person) Trustee or the Trustee Servicer to indemnification under this Section 9.095.21, 217412 HomeBanc 2007-1 Pooling and Servicing Agreement 110 whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. The failure to provide such immediate notice shall not affect the Master Servicer’s obligation pursuant to this Section 5.21 to indemnify the Depositor, the Trust, the Delaware Trustee, the Trustee and the Servicer, except to the extent that the Master Servicer is materially prejudiced by such failure to notify.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), the Trust and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Trust or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder hereunder, including its failure to deliver the annual statements of compliance and attestations required pursuant to Sections 9.11, 9.12 and 9.13, or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), the Trust and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.

Indemnification; Third Party Claims. In addition to any indemnity required pursuant to Section 6.25 hereof, the The Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), the Trust and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator Administrator, the Trust or the Trustee may sustain as a result of the Master Servicer’s willful misfeasancemisconduct, bad faith or negligence in the performance of its duties hereunder hereunder, including its failure to deliver the annual statements of compliance and attestations required pursuant to Sections 9.11, 9.12 and 9.13, or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) ), the Trust and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.