Liability of Servicer; Indemnification. (a) The 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 agreements or arrangements between the Servicer and a Sub-Servicer and the 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 Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) The Servicer agrees to indemnify and hold the Trustee, the Depositor and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and any Owner may sustain in any way related to the failure of the Servicer to perform its duties and service the Home Equity Loans in compliance with the terms of this Agreement. The Servicer shall immediately notify the Trustee, the Depositor and each Owner if a claim is made by a third party with respect to this Agreement, and the 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 Servicer, the Trustee, the Depositor and/or Owner in respect of such claim. The Trustee shall, in accordance with written instructions received from the Servicer, reimburse the Servicer only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Servicer to perform its duties in compliance with the Agreement. The provisions of this Section 8.05(b) shall survive the termination of this Agreement, the resignation or removal of the Trustee, and the payment of the outstanding Certificates.
Liability of Servicer; Indemnification. (a) Subject to clause (b) below and Section 6.03, the Servicer (except the Securities Administrator if it is required to succeed the Servicer hereunder) indemnifies and holds the Trustee, the Securities Administrator, the NIMS Insurer and the Depositor (and their respective officers, directors and Affiliates) and 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 Securities Administrator, the Depositor, the NIMS Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standards. The Servicer shall immediately notify the Trustee, the Securities Administrator, the Depositor, the NIMS Insurer and 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 Servicer shall assume (with the consent of the Securities Administrator) 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 Servicer, the Trustee, the Securities Administrator, the Depositor, the NIMS Insurer and/or Certificateholder in respect of such claim. The provisions of this Section 3.24 shall survive the termination of this Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the NIMS Insurer, the Servicer, or any of the directors, officers, employees or agents of the Depositor, the NIMS Insurer or the 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, the NIMS Insurer or the Servicer or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Servicer for a breach of the Servicing Standard, 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 d...
Liability of Servicer; Indemnification. Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties........................................................ Section 3.28
Liability of Servicer; Indemnification. 91 Section 8.06. No Contractual Relationship Between Sub-Servicer, Trustee or the Owners.....................92 Section 8.07. Assumption or Termination of Sub-Servicing Agreement by Trustee.................................92 Section 8.08. Principal and Interest Account.......................92 Section 8.09. Delinquency Advances and Servicing Advances........
Liability of Servicer; Indemnification. Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged Properties.................................................. Section 3.26 Limitation of Liability of the Credit Risk Manager........... Section 3.27
Liability of Servicer; Indemnification. Reports of Foreclosure and Abandonment of Mortgaged Properties.
Liability of Servicer; Indemnification. 47 Section 4.06 No Contractual Relationship Between Sub-Servicer, Special Servicer, Indenture Trustee or the Owners.......................................................48
Liability of Servicer; Indemnification. Subject to Section 6.03, the Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer 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, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Servicer shall immediately notify the 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 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 Servicer, the Trustee, the 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.
Liability of Servicer; Indemnification. 99 Section 8.06 No Contractual Relationship Between Sub-Servicer, Trustee or the Owners........................................................................100 Section 8.07 Assumption or Termination of Sub-Servicing Agreement by Trustee...............100 Section 8.08 Principal and Interest Account................................................100 Section 8.09 Delinquency Advances and Servicing Advances...................................102 Section 8.10 Compensating Interest; Repurchase of Home Equity Loans........................103 Section 8.11 Maintenance of Insurance......................................................104 Section 8.12 Due-on-Sale Clauses; Assumption and Substitution Agreements...................105 Section 8.13 Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans..................................................................106 Section 8.14 Trustee to Cooperate; Release of Files........................................107 Section 8.15 Servicing Compensation........................................................109 Section 8.16 Annual Statement as to Compliance.............................................109 Section 8.17 Annual Independent Certified Public Accountants' Reports......................109 Section 8.18 Access to Certain Documentation and Information Regarding the Home Equity Loans..................................................................110 Section 8.19 Assignment of Agreement.......................................................110 Section 8.20 Removal of Servicer; Retention of Servicer; Resignation of Servicer...........110 Section 8.21 Inspections by Certificate Insurer Errors and Omissions Insurance.............114 Section 8.22 Additional Servicing Responsibilities for Second Mortgage Loans...............115 Section 8.23 The Adjustable Rate Group Home Equity Loans...................................115 Section 8.24 Merger, Conversion, Consolidation or Succession to Business of Servicer.......116 Section 8.25 Notices of Material Events....................................................116 Section 8.26 Indemnification by the Servicer...............................................116
Liability of Servicer; Indemnification. 82 Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties............................................ 83 Section 3.28 Protection of Assets.................................. 83 Section 3.29 Periodic Filings...................................... 83 Section 3.30 Advance Facility...................................... 86
