Common use of Limitation on Liability of the HELOC Servicer and Others Clause in Contracts

Limitation on Liability of the HELOC Servicer and Others. The HELOC Servicer shall immediately notify the Indenture Trustee if a claim is made by a third party with respect to this Agreement or the HELOC Mortgage Loans, 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 in respect of such claim. The HELOC Servicer agrees that it will not enter into the settlement of any such claim without the consent of the Insurer. The HELOC Servicer also agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The HELOC Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Collection Account, unless such claim relates to a matter for which the HELOC Servicer is required to indemnify the Issuer, the Indenture Trustee or the HELOC Back-Up Servicer pursuant to Section 5.06. Neither the HELOC Servicer nor any of the directors or officers or employees or agents of the HELOC Servicer shall be under any liability to the HELOC Back-Up Servicer, the Issuer and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this HELOC Servicing Agreement, PROVIDED, HOWEVER, that this provision shall not protect the HELOC Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The HELOC Servicer and any director or officer or employee or agent of the HELOC Servicer may rely in good faith on any document of any kind PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The HELOC Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the HELOC Servicer pursuant to Sections 5.04 or 6.01 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).

Limitation on Liability of the HELOC Servicer and Others. The HELOC Servicer shall immediately notify the Indenture Trustee if a claim is made by a third party with respect to this Agreement or the HELOC Mortgage Loans, 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 in respect of such claim. The HELOC Servicer agrees that it will not enter into the settlement of any such claim without the consent of the Insurer. The HELOC Servicer also agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The HELOC Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Collection Account, unless such claim relates to a matter for which the HELOC Servicer is required to indemnify the Issuer, the Indenture Trustee or the HELOC Back-Up Servicer pursuant to Section 5.06. Neither the HELOC Servicer nor any of the directors or officers or employees or agents of the HELOC Servicer shall be under any liability to the HELOC Back-Up Servicer, the Issuer and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this HELOC Servicing Agreement, PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the HELOC Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The HELOC Servicer and any director or officer or employee or agent of the HELOC Servicer may rely in good faith on any document of any kind PRIMA FACIE prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The HELOC Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the HELOC Servicer pursuant to Sections 5.04 or 6.01 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).

Limitation on Liability of the HELOC Servicer and Others. The HELOC Servicer shall immediately notify the Indenture Trustee if a claim is made by a third party with respect to this Agreement or the HELOC Mortgage Loans, 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 in respect of such claim. The HELOC Servicer agrees that it will not enter into the settlement of any such claim without the consent of the InsurerCredit Enhancer. The HELOC Servicer also agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The HELOC Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Collection Account, unless such claim relates to a matter for which the HELOC Servicer is required to indemnify the IssuerIssuing Entity, the Indenture Trustee or the HELOC Back-Up Servicer pursuant to Section 5.06. Neither the HELOC Servicer nor any of the directors or officers or employees or agents of the HELOC Servicer shall be under any liability to the HELOC Back-Up Servicer, the Issuer Issuing Entity and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this HELOC Servicing Agreement, PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the HELOC Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The HELOC Servicer and any director or officer or employee or agent of the HELOC Servicer may rely in good faith on any document of any kind PRIMA FACIE prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The HELOC Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the HELOC Servicer pursuant to Sections 5.04 or 6.01 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).