Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor and the Trust Fund harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Master Servicer shall immediately notify the Trustee and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 shall survive the termination of this Agreement and the payment of the outstanding Certificates. (b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp Abfc Asst BCKD Cert Ser 2002-Opt1), Pooling and Servicing Agreement (Asset Backed Funding Corp Abfc Asset Back Cert Ser 2003 Opt1), Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt1)
Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Depositor, the NIMS Insurer and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Depositor, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Master Servicer shall immediately notify the Trustee Trustee, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Depositor, the NIMS Insurer and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer Servicer, the NIMS Insurer and any director, officer, employee or agent of the Depositor or Depositor, the Master Servicer or the NIMS Insurer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp. ABFC Asset Backed Certificates Series 2004-Opt3), Pooling and Servicing Agreement (Asset-Backed Funding Corp. ABFC Asset Backed Certificates, Series 2004-Opt4), Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt2)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the TrusteeTrustee (including its directors, officers, employees, agents and affiliates), the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee shall reimburse the Master Servicer from amounts distributable pursuant to Section 7.03(c)(iii)(G) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement based upon an opinion of counsel (at the expense of the Master Servicer) delivered to the Trustee and the Certificate Insurer. The provisions of this Section 3.26 8.05 shall survive the resignation or removal of the Trustee, the termination of this Agreement Agreement, the resignation or removal of the Master Servicer and the payment of the outstanding Certificates.
(bc) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund Estate or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders Owners hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1999 1), Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1998 2)
Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Master Servicer shall immediately notify the Trustee and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt2), Pooling and Servicing Agreement (Asset Backed Funding Corp. ABFC Asset Backed Certificates Series 2004-Opt3)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement, notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Home Equity Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except agrees to indemnify and hold the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor and the Trust Fund Certificate Insurer harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and the Trust Fund Certificate Insurer may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Home Equity Loans in compliance with the Servicing Standardterms of this Agreement. The Notwithstanding the foregoing, the Master Servicer shall have no liability pursuant to this Section 8.05(b) for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided however that this provision shall not protect the Master Servicer against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Master Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Upon obtaining actual knowledge of a claim, the Master Servicer shall immediately notify the Trustee Trustee, the Depositor and the Depositor Certificate Insurer if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a 77 third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim pursuant to the preceding two sentences of this Section 8.05(b) and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor and/or the Trust Fund Certificate Insurer in respect of such claim. The Trustee shall, in accordance with instructions received from the Master Servicer, reimburse the Master Servicer only from amounts otherwise distributable on the Class R Certificates (and if the Backup Master Servicer is the Master Servicer from the Principal and the Interest Account) for all amounts advanced by it pursuant to the preceding sentence, except when a final non-payable adjudication determines that the claim relates directly to the failure of the Master Servicer to perform its duties in compliance with the Agreement. The provisions of this Section 3.26 8.05(b) shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the Trustee, the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgmentsJudgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee shall reimburse the Master Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement based upon an opinion of counsel (at the expense of the Master Servicer) delivered to the Trustee and the Certificate Insurer. The provisions of this Section 3.26 8.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreementservicing standards set forth in the FNMA Guide, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard servicing standards set forth in the FNMA Guide in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Depositor, the NIMS Insurer and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Depositor, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Master Servicer shall immediately notify the Trustee Trustee, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Depositor, the NIMS Insurer and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the NIMS Insurer, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor Depositors, the NIMS Insurer or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the NIMS Insurer, the Master Servicer and any director, officer, employee or agent of the Depositor Depositor, the NIMS Insurer or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer Servicer, the NIMS Insurer and any director, officer, employee or agent of the Depositor or Depositor, the Master Servicer or the NIMS Insurer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor Depositor, the NIMS Insurer, nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor Depositor, the NIMS Insurer or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03below, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardthis Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Securities Administrator, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 3.20 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or its duties under this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer NIMS Insurer and any director, officer, employee or agent of the Depositor or the Master Servicer NIMS Insurer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder hereunder. In addition, the Master Servicer and any director, officer, employee or agent of the Master Servicer will be indemnified by the Trust and will be held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Master Servicer in the case ordinary course of the Master Servicer's performance in accordance with the provisions hereof) the Master Servicer incurs arising out of or in connection with the acceptance or administration of its obligations and duties hereunder, other than any loss, liability or expense (i) that constitutes a breach specific liability of the Servicing Standard Master Servicer hereunder or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of its respective the Master Servicer's duties hereunder or by reason of negligent reckless disregard of its respective the Master Servicer's obligations or and duties hereunder. Further, HomEq shall be indemnified and held harmless by the Trust from any loss, liability or expense incurred by HomEq in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties under the HomEq Servicing Agreement or by reason of its reckless disregard of obligations and duties thereunder, and HomEq shall be entitled to be reimbursed therefor pursuant to Section 3.09 hereof upon presentation to the Master Servicer of documentation of such expenses, costs and liabilities. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 6.03 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2004-He1)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the Trustee, the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee shall reimburse the Master Servicer from amounts distributable pursuant to ss. 7.03(c)(iii)(G) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement based upon an opinion of counsel (at the expense of the Master Servicer) delivered to the Trustee and the Certificate Insurer. The provisions of this Section 3.26 8.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund Estate or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1997-2)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the Trustee, the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgmentsJudgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee may, if necessary, reimburse the Master Servicer from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The provisions of this Section 3.26 8.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this Agreementservicing standards set forth in the FNMA Guide, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. [The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facieface, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the 75 Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard servicing standards set forth in the FNMA Guide in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The In such event, the legal expenses and costs of such action and any liability resulting therefrom (except any liability related to the Master Servicer's right to indemnity or reimbursement pursuant to this obligations under Section 8.01) shall survive any resignation or termination be expenses, costs and liabilities of the Trust Fund, and the Depositor and the Master Servicer pursuant shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)8.08(d)(i)(D) of this Agreement.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub- Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Depositor, the Seller, the Certificate Insurer and the Trust Fund each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Depositor, the Certificate Insurer and the Trust Fund any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Depositor, the Certificate Insurer and the Depositor each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Depositor, the Certificate Insurer and/or the Trust Fund Certificateholder in respect of such claim. The provisions of this Section 3.26 3.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Seller, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor Depositor, the -------- ------- Seller or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, the Seller, and any director, officer, employee or agent of the Depositor Depositor, the Seller or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor Depositor, the Seller or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master -------- ------- Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (United Panam Financial Corp)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Depositor, the Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Depositor, the Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Depositor, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or and related costs, judgments, or and any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Depositor, the Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The provisions of this Section 3.26 8.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Seller, the Depositor, the Certificate Insurer and the Trust Fund each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Depositor, the Certificate Insurer and the Trust Fund any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Depositor, the Certificate Insurer and the Depositor each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Depositor, the Certificate Insurer and/or the Trust Fund Certificateholder in respect of such claim. The provisions of this Section 3.26 3.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of Neither the Depositor, the Seller, the Master Servicer, or nor any of the directors, officers, employees or agents of the Depositor Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor Depositor, the Seller or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, the Seller and any director, officer, employee or agent of the Depositor Depositor, the Seller or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; providedPROVIDED, howeverHOWEVER, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Liability of Master Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03below, the Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardthis Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Securities Administrator, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Securities Administrator, the Depositor, the NIMS Insurer and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 3.20 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or its duties under this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer NIMS Insurer and any director, officer, employee or agent of the Depositor or the Master Servicer NIMS Insurer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder hereunder. In addition, the Master Servicer and any director, officer, employee or agent of the Master Servicer will be indemnified by the Trust and will be held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Master Servicer in the case ordinary course of the Master Servicer's performance in accordance with the provisions hereof) the Master Servicer incurs arising out of or in connection with the acceptance or administration of its obligations and duties hereunder, other than any loss, liability or expense (i) that constitutes a breach specific liability of the Servicing Standard Master Servicer hereunder or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of its respective the Master Servicer's duties hereunder or by reason of negligent reckless disregard of its respective the Master Servicer's obligations or and duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 6.03 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-He1)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, regardless of whether the Master Servicer's compensation hereunder is sufficient to pay such fees. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the TrusteeTrustee (including its directors, officers, employees, agents and affiliates), the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee shall reimburse the Master Servicer from amounts distributable pursuant to Section 7.03(c)(iii)(G) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement based upon an opinion of counsel (at the expense of the Master Servicer) delivered to the Trustee and the Certificate Insurer. The provisions of this Section 3.26 8.05 shall survive the resignation or removal of the Trustee, the termination of this Agreement Agreement, the resignation or removal of the Master Servicer and the payment of the outstanding Certificates.
(bc) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund Estate or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders Owners hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1999 2)
Liability of Master Servicer; Indemnification. (a) Subject The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to clause agreements or arrangements between the Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) below and Section 6.03, the The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies agrees to indemnify and holds hold the Trustee, the Depositor Certificate Insurer and the Trust Fund each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor Certificate Insurer and the Trust Fund any Owner may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standardterms of this Agreement. The Master Servicer shall immediately notify the Trustee Trustee, the Certificate Insurer and the Depositor each Owner if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expensesby a third party with respect to this Agreement, and the Master Servicer shall assume (with the consent of the TrusteeTrustee and the Certificate Insurer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor Certificate Insurer and/or the Trust Fund Owner in respect of such claim. The Trustee shall reimburse the Master Servicer from amounts distributable pursuant to ss. 7.03(c)(iii)(G) for all amounts advanced by it pursuant to the preceding sentence except when the claim relates directly to the failure of the Master Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement based upon an opinion of counsel (at the expense of the Master Servicer) delivered to the Trustee and the Certificate Insurer. The provisions of this Section 3.26 8.05 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(bc) None of the Depositor, the Master Servicer, or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund Estate or the Certificateholders Owners for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Master Servicer for a breach of the Servicing Standard and/or this AgreementStandard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder. The Depositor, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor or the Master Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Pursuant to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Master Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of or its respective obligations or duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Master Servicer may in their its discretion undertake any action related to their its obligations hereunder which they it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders Owners hereunder. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1998-1)