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

Limitation on Liability of the Depositor, the Servicer and Others. (a) The Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the 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 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 terms of this Agreement. The Servicer shall immediately notify 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 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 Certificateholder in respect of such claim. The provisions of this Section 6.03 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust, Series 2005-Opt3), Custodial Agreement (Carrington Mortgage Loan Trust Inc Series 2005-Opt2)

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Limitation on Liability of the Depositor, the Servicer and Others. (a) The Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the 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 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 terms of this Agreement. The Servicer shall immediately notify 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 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 Certificateholder in respect of such claim. The provisions of this Section 6.03 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust, Series 2005-Opt4), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc Series 2004-Opt1)

Limitation on Liability of the Depositor, the Servicer and Others. (a) The Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the 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 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 terms of this Agreement. The Servicer shall immediately notify 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 the 109 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 Certificateholder in respect of such claim. The provisions of this Section 6.03 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 1 contract

Samples: Custodial Agreement (Citigroup Mortgage Loan Trust Inc Series 2005-Opt1)

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Limitation on Liability of the Depositor, the Servicer and Others. (a) The Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the 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 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 terms of this Agreement. The Servicer shall immediately notify the Trustee for further notice to 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 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 Certificateholder in respect of such claim. The provisions of this Section 6.03 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Opt1)

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