Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and (iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 21 contracts
Samples: Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2006-He1), Pooling and Servicing Agreement (Hsi Asset Securitization Corp Trust 2007-Opt1), Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2007-Nc1)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer Servicers or the Trustee.
Appears in 14 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-S4), Pooling and Servicing Agreement (GSAMP Trust 2006-He4), Pooling and Servicing Agreement (GSAMP Trust 2006-Nc2)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 13 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp 2005-Opt2), Pooling and Servicing Agreement (Jpmac 2006-He3), Pooling and Servicing Agreement (Jpmac 2006-Ch1)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 11 contracts
Samples: Trust Agreement (GSAA Home Equity 2005-12), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2005-7), Pooling and Servicing Agreement (BCAP LLC Trust 2007-Aa5)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer Servicers or the Trustee.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley IXIS Real Estate Capital Trust 2006-1), Pooling and Servicing Agreement (Morgan Stanley Home Equity Loan Trust 2007-2), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc3)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2006-Nc1), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2006-Ff1), Pooling and Servicing Agreement (HSI Asset Securitization CORP Trust 2005-I1)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 6 contracts
Samples: Master Servicing and Trust Agreement (Gsaa Home Equity Trust 2004-8), Master Servicing and Trust Agreement (Gsaa Home Equity Trust 2004-8), Pooling and Servicing Agreement (BCAP LLC Trust 2008-Ind2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-Fm1), Pooling and Servicing Agreement (GSAMP Trust 2006-Fm3), Pooling and Servicing Agreement (GSAMP Trust 2006-Fm2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Nc1), Pooling and Servicing Agreement (Bcap LLC), Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Nc1)
Duties of Securities Administrator. (a) The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty.
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, certificate statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer, the Servicing Administrator, or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer.
(c) On each Distribution Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly distributions and the final distribution to the Certificateholders from funds in the Certificate Account as provided in Sections 6.01 and 10.02 herein.
(d) No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicing Administrator in accordance with the terms of this Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Terwin Mortgage Trust Asset-Backed Certificates, Series TMTS 2005-6he), Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-14he), Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-10he)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Yield Maintenance Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement. The rights, duties and obligations of the TrusteeSecurities Administrator under this Agreement shall be of JPMorgan Chase Bank, National Association in its capacity as such and not in its capacity as Servicer hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-WMC-1), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-Fld1)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 3 contracts
Samples: Trust Agreement (GSAA Home Equity Trust 2005-3), Trust Agreement (GSAA Home Equity Trust 2005-3), Trust Agreement (GSAA Home Equity Trust 2005-3)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement, except during such time, if any, as the Securities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement or the Trusteeany servicing agreement.
Appears in 2 contracts
Samples: Pooling Agreement (Jpmac 2006-Cw1), Pooling Agreement (Jpmac 2006-Cw1)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. To the extent that any computer file that contains loan level information relating to the servicing of the Mortgage Loan prior to the Servicing Transfer Date is delivered to the Securities Administrator by WMC or its agent, such file shall be delivered by the Securities Administrator to the Trust Oversight Manager; provided, however, that the Securities Administrator shall not receive a satisfactorily corrected instrumentbe liable for any information in such computer file. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Jpmac 2006-Wmc3), Pooling and Servicing Agreement (Jpmac 2006-Wmc2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-He1), Pooling and Servicing Agreement (GSAMP Trust 2007-He2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00[ ]% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp), Pooling and Servicing Agreement (Hsi Asset Securitization Corp)
Duties of Securities Administrator. (a) The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty.
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, certificate statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicers, the Master Servicer, or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in any Servicer, and the event Securities Administrator may fully rely upon and shall have no liability with respect to information provided by any Servicer.
(c) On each Distribution Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly distributions and the final distribution to the Certificateholders from funds in the Certificate Account as provided in Sections 6.01 and 10.02 herein.
(d) No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall have no liability in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of any Servicer under this Agreement, except during such time, if any, as the Securities Administrator shall be the successor to, and makes no representation as to any acts or omissions hereunder of be vested with the rights, duties, powers and privileges of, the Master Servicer or in accordance with the Trusteeterms of this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Asst Back Certs Ser TMTS 2004 5he), Pooling and Servicing Agreement (Terwin Mortgage Trust, Series 2004-11he)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent 171 jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. IXIS Real Estate Capital Trust 2006-He2), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. IXIS Real Estate Capital Trust 2006-He2)
Duties of Securities Administrator. (a) The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty.
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, certificate statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicers, the Master Servicer, or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in any Servicer or the event Interim Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by any Servicer or the Interim Servicer.
(c) On each Distribution Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly distributions and the final distribution to the Certificateholders from funds in the Certificate Account as provided in Sections 6.01 and 10.02 herein.
(d) No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall have no liability in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of any Servicer under this Agreement, except during such time, if any, as the Securities Administrator shall be the successor to, and makes no representation as to any acts or omissions hereunder of be vested with the rights, duties, powers and privileges of, the Master Servicer or in accordance with the Trusteeterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Asst Back Certs Ser TMTS 2004 3he)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Natixis Real Estate Capital Trust 2007-He2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer Servicers or the [Delaware] Trustee. The Securities Administrator shall be permitted to utilize one or more Subcontractors for the performance of certain of its obligations under this Agreement, provided that the Securities Administrator complies with Section 3.02(e) as if the Securities Administrator were a “Servicer” pursuant to that Section. The Securities Administrator shall indemnify the Depositor, the Sponsor and any director, officer, employee or agent of the Depositor or the Sponsor and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the failure of the Securities Administrator to perform any of its obligations under Section 3.22 or Section 3.23, including without limitation any failure by the Securities Administrator to identify pursuant to Section 3.02(e) any Subcontractor that is a Servicing Function Participant. This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Securities Administrator.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp)
Duties of Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. .
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. [The foregoing notwithstanding, the Securities Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument related to its activities or duties hereunder and required to be filed or prepared by it pursuant to the terms of this Agreement, including, without limitation, the reports described in Section 15.06.]
(c) No provision of this Agreement shall be construed to relieve the Securities Administrator of liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i1) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii2) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii3) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% [25%] of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv4) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)
Duties of Securities Administrator. (a) The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Securities Administrator. Any -176- permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty.
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, certificate statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer, the Servicing Administrator, or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer.
(c) On each Distribution Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly distributions and the final distribution to the Certificateholders from funds in the Certificate Account as provided in Sections 6.01 and 10.02 herein.
(d) No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicing Administrator in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-16he)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. To the extent that any computer file that contains loan level information relating to the servicing of the Mortgage Loans prior to the related Servicing Transfer Date is delivered to the Securities Administrator by the related Originator or its agent, such file shall be delivered by the Securities Administrator to the Trust Oversight Manager; provided, however, that the Securities Administrator shall not receive a satisfactorily corrected instrumentbe liable for any information in such computer file. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 1 contract
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, 102 Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2005-11)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement 173 which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of represented by the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer Servicers or the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He7)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished 173 to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. To the extent that any computer file that contains loan level information relating to Accredited’s servicing of the Mortgage Loan’s prior to the Servicing Transfer Date is delivered to the Securities Administrator by Accredited, such file shall be delivered by the Securities Administrator to the Trust Oversight Manager; provided, however, that the Securities Administrator shall not receive a satisfactorily corrected instrumentbe liable for any information in such computer file. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 1 contract
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of represented by the Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc4)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. To the extent that any computer file that contains loan level information relating to the servicing of the Mortgage Loan prior to the Servicing Transfer Date is delivered to the Securities Administrator by ResMAE or its agent, such file shall be delivered by the Securities Administrator to the Trust Oversight Manager; provided, however, that the Securities Administrator shall not receive a satisfactorily corrected instrumentbe liable for any information in such computer file. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 1 contract
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Class A-1 Certificate Insurer or the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; andand 182
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 5.01 and 10.02 herein. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall have no liability in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Securities Administrator shall be the successor to, and makes no representation as to any acts or omissions hereunder of be vested with the rights, duties, powers and privileges of, the Master Servicer or in accordance with the Trusteeterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Trust Agreement (GS Mortgage Securities Corp., Asset-Backed Certificates, Series 2005-5)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Yield Maintenance Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does not receive a satisfactorily corrected instrumentshall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-Opt1)
Duties of Securities Administrator. The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. The Securities Administrator agrees to perform its obligations on behalf of the Trustee under the Swap Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. On each Distribution Date, the Securities Administrator, after so requestingas Paying Agent, does shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 4.01 herein. To the extent that any computer file that contains loan level information relating to New Century’s servicing of the Mortgage Loan’s prior to the Servicing Transfer Date is delivered to the Securities Administrator by New Century, such file shall be delivered by the Securities Administrator to the Trust Oversight Manager; provided, however, that the Securities Administrator shall not receive a satisfactorily corrected instrumentbe liable for any information in such computer file. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, shall have no or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and makes no representation as to any acts or omissions hereunder none of the Master provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or under this Agreement, except during such time, if any, as the TrusteeSecurities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
Appears in 1 contract
Duties of Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. .
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. [The foregoing notwithstanding, the Securities Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument related to its activities or duties hereunder and required to be filed or prepared by it pursuant to the terms of this Agreement, including, without limitation, the reports described in Section 15.06.]
(c) No provision of this Agreement shall be construed to relieve the Securities Administrator of liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% [25%] of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Samples: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee. The Securities Administrator shall be permitted to utilize one or more Subcontractors for the performance of certain of its obligations under this Agreement, provided that the Securities Administrator complies with Section 3 as if the Securities Administrator were a "Servicer" pursuant to that Section. The Securities Administrator shall indemnify the Depositor, the Sponsor and any director, officer, employee or agent of the Depositor or the Sponsor and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the failure of the Securities Administrator to perform any of its obligations under Section 3.22 or Section 3.23.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (BCAP LLC Trust 2006-Aa2)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, Agreement shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-non conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;; 170
(ii) the Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates evidencing not less than 25.0025% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
Appears in 1 contract
Duties of Securities Administrator. (a) The Securities Administrator shall undertake undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgreement as duties of the Securities Administrator. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty.
(b) The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in conform to the form required by requirements of this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, certificate statement, opinion, report, document, order or other instrumentinstrument furnished by the Servicer, the Master Servicer, or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Securities Administrator shall notify take such action as it deems appropriate to have the Certificateholders instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Certificateholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of such non-conforming instrument in the event Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer.
(c) On each Distribution Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly distributions and the final distribution to the Certificateholders from funds in the Certificate Account as provided in Sections 6.01 and 10.02 herein.
(d) No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the The duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, ; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, ; no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and and, in the absence of bad faith on the part of the Securities Administrator, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming that conform to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement;
(ii) the The Securities Administrator shall not be liable for any an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, Administrator unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, proved that the Securities Administrator was negligent in ascertaining or investigating the pertinent factsfacts related thereto;
(iii) the The Securities Administrator shall not be personally liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the consent or at the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to the Securities Administratorthis Agreement, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the The Securities Administrator shall not be accountablerequired to expend or risk its own funds or otherwise incur financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall have no liability in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Securities Administrator shall be the successor to, and makes no representation as to any acts or omissions hereunder of be vested with the rights, duties, powers and privileges of, the Master Servicer or in accordance with the Trusteeterms of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2004-22sl)
Duties of Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and
(iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Master Servicer or the Trustee.
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Duties of Securities Administrator. The (a) If an Event of Default has occurred and is continuing, the Securities Administrator shall undertake exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs.
(b) Except during the continuance of an Event of Default:
(i) the Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Securities Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Securities Administrator shall notify the Certificateholders of such non-conforming instrument in the event the Securities Administrator, after so requesting, does not receive a satisfactorily corrected instrument. No provision of this Agreement shall be construed to relieve the Securities Administrator of liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this AgreementIndenture, no implied covenants or obligations shall be read into this Agreement Indenture against the Securities Administrator and the Securities Administrator shall not be a trustee for or have any fiduciary obligation to the Issuer; and
(ii) in the absence of bad faith on its part, the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and and, if required by the terms of this Indenture, conforming to the requirements of this Agreement which it believed in good faith Indenture; provided, however, that the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
(c) The Securities Administrator may not be genuine and relieved from liability for its own negligent action, its own negligent failure to have been duly executed by act or its own willful misconduct, except that:
(i) this paragraph does not limit the proper authorities respecting any matters arising hereundereffect of paragraph (b) of this Section 6.13;
(ii) the Securities Administrator shall not be liable for any error of judgment made in good faith by a Responsible Securities Administrator Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination not subject to appeal, is proved that the Securities Administrator was negligent in ascertaining the pertinent facts;
(iii) the Securities Administrator shall not be liable with respect to any action it takes or inaction taken, suffered or omitted omits to be taken by it take in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25.00% any of the Voting Rights Noteholders given in accordance with the terms of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this AgreementIndenture; and
(iv) the Securities Administrator shall not be accountablehave any responsibility for (A) any recording, shall have no liability and makes no representation as filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or the maintenance of any such recording or filing or depositing or to any acts re-recording, refiling or omissions hereunder redepositing of any thereof, (B) any insurance, (C) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Indenture Trust Estate other than from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.13(b)(ii), the confirmation or verification of the contents of any reports or certificates of the Master Servicer delivered to the Securities Administrator pursuant to this Indenture believed by the Securities Administrator to be genuine and to have been signed or presented by the proper party or parties.
(d) The Securities Administrator shall not be liable for interest on any money received by it except as the Securities Administrator may agree in writing with the Issuer.
(e) Money held in trust by the Securities Administrator need not be segregated from other funds except to the extent required by law or the Trusteeterms of this Indenture or the Sale and Servicing Agreement.
(f) No provision of this Indenture shall require the Securities Administrator to expend or risk its own funds or otherwise incur liability, financial or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Indenture except during such time, if any, as the Securities Administrator shall be the successor to, and be vested with the rights, duties, powers and privileges of the Master Servicer in accordance with the terms of this Indenture.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Securities Administrator shall be subject to the provisions of this Section 6.13 and to the provisions of the TIA.
(h) The Securities Administrator shall not be charged with knowledge of any Event of Default unless either (1) a Securities Administrator Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Securities Administrator in accordance with the provisions of this Indenture.
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Samples: Indenture (Merrill Auto Trust Securitization 2005-1)
