Common use of Standard of Liability Indemnification Clause in Contracts

Standard of Liability Indemnification. The Servicer shall not be liable to the Owner or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which involve the Servicer’s failure to abide by or comply with the Applicable Requirements. The Servicer and any director, officer, employee or agent of the 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 Servicer agrees to indemnify, defend, and hold harmless, the Owner, its officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (“Damages”), directly or indirectly resulting from or arising out of the Servicer’s failure to abide by or comply with the Applicable Requirements. Except as otherwise expressly provided herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Assets in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably withheld) of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the related Custodial Account for its reasonable legal expenses and costs of such action.

Standard of Liability Indemnification. The Servicer shall not be liable to the Owner or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which involve the Servicer’s failure to abide by fraud, negligence, willful misconduct or comply with the Applicable Requirementsbad faith. The Servicer and any director, officer, employee or agent of the 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 Servicer agrees to indemnify, defend, and hold harmless, the Owner, its officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (“Damages”), directly or indirectly resulting from or arising out of the Servicer’s failure to abide by fraud, negligence, willful misconduct or comply with the Applicable Requirementsbad faith. Except as otherwise expressly provided herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Assets in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably withheld) of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the related Custodial Account for its reasonable legal expenses and costs of such action.

Standard of Liability Indemnification. The Servicer shall not be liable to the Trustee, the REO Owner or the Depositor or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets Loans and REO Properties pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which involve the Servicer’s fraud, gross negligence, willful misconduct, bad faith or a failure to abide by observe or comply with the Applicable Requirements. The Servicer and perform any director, officer, employee or agent all of the Servicer may rely Servicer’s covenants, agreements, warranties or representations contained in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderthis Agreement. The Servicer agrees to indemnify, defend, and hold harmless, the Depositor, the Trustee, each applicable Trust, the REO Owner, its their respective officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficienciesdeficiency, taxestax, costs cost and expensesexpense, including reasonable attorneys’ fees (“Damages”)fees, directly or indirectly resulting from or arising out of the Servicer’s fraud, gross negligence, willful misconduct, bad faith or a failure (i) to abide by observe or comply perform any or all of the Servicer’s covenants, agreements, warranties or representations contained in this Agreement or (ii) to service the Loans in material compliance with the Applicable Requirementsterms of this Agreement. Except as otherwise expressly provided herein, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Assets Loans and REO Properties in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably withheld) of the Trustee (at the direction of the Holder) or the Depositor and, as applicable, the REO Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the related Custodial Account for its reasonable legal expenses and costs of such action. In addition, the Servicer, the Trustee, the REO Owner and the Depositor and their respective directors, officers, employees and agents shall be entitled to indemnification from, and are hereby indemnified by, the related Trust for any loss, liability or expense incurred in connection with any claim, demand, action or legal proceeding arising out of, or in connection with, the acceptance or administration of the Loans including, without limitation, servicing of the related Loans, the related REO Property and the costs and expenses (including reasonable attorney’s fees) of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, except if and to the extent such loss, liability or expense results from or arises out of the fraud, negligence, willful misconduct, bad faith or a failure to perform any or all of their covenants, agreements, warranties or representations contained in this Agreement on the part of the indemnified party. Such indemnification shall include but not be limited to losses, liability or expenses resulting from or arising out of the origination, sale or prior servicing of any Loan or REO Property.

Standard of Liability Indemnification. The Servicer shall not be liable to the Owner or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which involve the Servicer’s failure to abide by observe or comply with perform any or all of the Applicable RequirementsServicer’s covenants, agreements, warranties or representations contained in this Agreement. The Servicer and any director, officer, employee or agent of the 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 Servicer agrees to indemnify, defend, and hold harmless, the Owner, its officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (“Damages”), directly or indirectly resulting from or arising out of (i) the Servicer’s fraud, gross negligence or willful misconduct, (ii) the Servicer’s failure to abide by observe or comply perform any or all of the Servicer’s covenants, agreements, warranties or representations contained in this Agreement, or (iii) the absence or unavailability of any documents evidencing or relating to an Asset, including but not limited to any documents necessary to service the Assets in accordance with the Applicable Requirements, to the extent resulting from the actions or omissions of the Servicer. Except as otherwise expressly provided herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Assets in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably withheld) of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the related Custodial Account for its reasonable legal expenses and costs of such action.