Common use of Duties of the Securities Administrator Clause in Contracts

Duties of the 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 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 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 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% 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 12 contracts

Samples: Trust Agreement (GSAA Home Equity Trust 2006-6), Trust Agreement (GSR Mortgage Loan Trust 2007-Oa1), Trust Agreement (GSR 2007-Oa2)

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Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. . (b) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 9 contracts

Samples: Trust Agreement (GSAA Home Equity Trust 2007-4), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)

Duties of the Securities Administrator. The (a) If an Indenture Event of Default has occurred and is continuing, the Securities Administrator shall undertake exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in its 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 Indenture 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 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, Agreement and no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and Administrator; 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 on their face conforming to the requirements of this Agreement which it believed in good faith Agreement; however, the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement. (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, its own willful misconduct or its own bad faith, except that: (i) this paragraph does not limit the proper authorities respecting any matters arising hereundereffect of paragraph (b) of this Section; (ii) the Securities Administrator shall not be liable for an 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 no longer subject to appeal, is proved that the Securities Administrator was negligent in ascertaining the pertinent facts;; and (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% 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: Transfer and Servicing Agreement (Homebanc Corp), Transfer and Servicing Agreement (HMB Acceptance Corp.)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake agrees to perform such all of the duties of the Issuing Entity and only such duties as are specifically set forth in this the Owner Trustee under the Depository Agreement. The In addition to its duties performed under the Depository Agreement, the Securities AdministratorAdministrator shall take all appropriate action that is the duty of the Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes for execution by the Owner Trustee or the Securities Administrator upon receipt the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (ii) causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency (including the preparation of any temporary notes), (Sections 4.08 and 4.13); (iii) the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Securities Administrator of such non-compliance (Sections 3.06 and Section 3.15); (iv) the execution of all resolutionssupplements, certificatesamendments, statements, opinions, reports, documents, orders or instruments of further assurance and other instruments furnished prepared by the Depositor and delivered to the Securities Administrator that are specifically required for execution to be furnished pursuant to protect the Collateral (Section 3.03). (b) [Reserved]. (c) [Reserved]. (d) In carrying out the foregoing duties or any provision of this Agreement shall examine them to determine whether they are in the form required by its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content terms of any such resolutiontransactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, certificate, statement, in the Securities Administrator’s opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect no less favorable to the requirements of this AgreementIssuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties, the Securities Administrator shall have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) any change in the duties and obligations Corporate Trust Office of the Securities Administrator shall be determined solely by the express provisions of this AgreementOwner Trustee, 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) any amendment to the Securities Administrator shall not Trust Agreement requiring notice be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of given to the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; Certificateholder and (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted other notice required to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating given to the time, method and place of conducting any proceeding for any remedy available to Certificateholders by the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon Owner Trustee under the Securities Administrator under this Trust 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: Administration Agreement (SACO I Trust 2006-1), Administration Agreement (SACO I Trust 2006-8)

Duties of the 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 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 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 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% 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 100 (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 (GSAA Home Equity Trust 2006-3), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-3)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake agrees to perform such all of the duties of the Issuing Entity and only such duties as are specifically set forth in this the Owner Trustee under the Depository Agreement. The In addition to its duties performed under the Depository Agreement, the Securities AdministratorAdministrator shall take all appropriate action that is the duty of the Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes for execution by the Owner Trustee or the Securities Administrator upon receipt the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (ii) causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency (including the preparation of any temporary notes), (Sections 4.08 and 4.13); (iii) the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Securities Administrator of such non-compliance (Sections 3.06 and Section 3.15); (iv) the execution of all resolutionssupplements, certificatesamendments, statements, opinions, reports, documents, orders or instruments of further assurance and other instruments furnished prepared by the Depositor and delivered to the Securities Administrator that are specifically required for execution to be furnished pursuant to protect the Collateral (Section 3.03). (b) In carrying out the foregoing duties or any provision of this Agreement shall examine them to determine whether they are in the form required by its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content terms of any such resolutiontransactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, certificate, statement, in the Securities Administrator’s opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect no less favorable to the requirements of this AgreementIssuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties, the Securities Administrator shall have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) any change in the duties and obligations Corporate Trust Office of the Securities Administrator shall be determined solely by the express provisions of this AgreementOwner Trustee, 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) any amendment to the Securities Administrator shall not Trust Agreement requiring notice be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of given to the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; Certificateholder and (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted other notice required to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating given to the time, method and place of conducting any proceeding for any remedy available to Certificateholders by the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon Owner Trustee under the Securities Administrator under this Trust 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: Administration Agreement (SACO I Trust 2006-12), Administration Agreement (Greenpoint Mortgage Funding Trust 2007-He1)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. (b) The Securities Administrator, only as directed by an authorized officer of Wells Fargo, in its capacity as Servicer, shall remit from trust axxxxxs the mortgage insurance premiums in accordance with the requirements of the Primary Mortgage Insurance Policy. The Securities Administrator shall also remit any amounts due for premium taxes or assessments on insurance on applicable covered Mortgage Loans secured by properties located in West Virginia, Kentucky or Florida on a monthly basis as directed in writing by an authorized officer of Wells Fargo, in its capacity as Servicer. All other responsibilitixx xxder the Primary Mortgage Insurance Policy, including making claims and receiving payments, complying with unpaid principal reporting and monthly default and delinquency reporting requirements, and in all other ways maintaining such Primary Mortgage Insurance Policy shall not be the responsibility of the Securities Administrator, but will instead by the responsibility of the party or parties set forth in such Primary Mortgage Insurance Policy. Premiums shall be calculated by the Securities Administrator on individual covered loans as the product of the Loan-Level Premium-Rate (as defined in the PMI Commitment Agreement and delivered by GSMC) assigned to the applicable Mortgage Loan in the Certificate Schedule (as defined in the Primary Mortgage Insurance Policy) and set forth on the Mortgage Loan Schedule, multiplied by the current unpaid principal balance of the applicable Mortgage Loan outstanding at the beginning of the month for which coverage is provided, divided by twelve. The Securities Administrator shall remit from trust amounts all such initial premiums and associated premium taxes required to be paid under the Primary Mortgage Insurance Policy by the last Business Day of the first full month following the Closing Date in accordance with the requirements of the Primary Mortgage Insurance Policy. Any revised Loan-Level Premium-Rates will be delivered to the Securities Administrator in writing by Wells Fargo, in its capacity as Servicer, at which time the Securixxxx Administrator shall revise premium amounts accordingly. In no event will the Securities Administrator bear any responsibility to investigate or resolve issues or claims in connection with the Primary Mortgage Insurance Policy, or to advise or notify any party of notices received by it with regard to such policy. The Securities Administrator shall remit premiums on a covered Mortgage Loan until notified in writing by Wells Fargo, in its capacity as Servicer, that such Mortgage Loan xxx xeen liquidated and the unpaid principal balance brought to zero. The Securities Administrator and its respective officers and directors shall be entitled to conclusively rely on upon all such reports by Wells Fargo, in its capacity as Servicer. In the event additional xxxxxums are required under the Primary Mortgage Insurance Policy due to the reinstatement of a covered Mortgage Loan or other shortfall due to error, the Securities Administrator will be notified in writing by Wells Fargo, in its capacity as Servicer (which writing will confixx xxe reinstatement or error, as applicable, and direct the remittance of premium amounts) and, if such notice is received on or before the fifteenth (15th) day of the current month, shall remit all such premium amounts from trust funds on the next Distribution Date. If such notice is received after the fifteenth (15th) day of the month, the Securities Administrator shall remit such premium amounts from trust funds on the Distribution Date occurring in the immediately succeeding month. (c) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 2006-18)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the Owner Trust Agreement, this Agreement and the Indenture. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. (b) The Trust will indemnify the Securities Administrator, and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Owner Trust Agreement or this Agreement. , including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Owner Trust Agreement, the Indenture or this Agreement. (c) 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 and the Operative Agreements, shall examine them to determine whether they are in conform to the form required by requirements of this AgreementAgreement and the Operative Agreements; 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 Subservicer, the Sellers, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture 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 Noteholders. 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 Subservicer or the Master Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Subservicer. (d) On each Payment Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly payments and the final payment to the Noteholders as provided in Section 7.7 of the Transfer and Servicing Agreement. (e) No provision of this Agreement shall be construed to relieve the Securities Administrator 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, Agreement and the Operative Agreements; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, the Owner Trust Agreement or the Indenture; no implied covenants or obligations shall be read into this Agreement and the Operative Agreements 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 hereunderOperative Agreements, as applicable; (ii) the The Securities Administrator shall not be liable for 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 no longer 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% of the Voting Rights of Certificates Notes as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to this Agreement and the Securities AdministratorOperative Agreements, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this AgreementAgreement and the Operative Agreements; 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 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 Subservicer under this Agreement and the Operative Agreements. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Securities Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification on behalf of the Trust from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall have no liability and makes no representation as to promptly notify the Ownership Certificateholder of (i) any acts or omissions hereunder change in the Corporate Trust Office of the Master Servicer or Owner Trustee, (ii) any amendment to the TrusteeOwner Trust Agreement requiring notice be given to the Ownership Certificateholder and (iii) any other notice required to be given to the Ownership Certificateholder by the Owner Trustee under the Owner Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (FBR Securitization, Inc.)

Duties of the 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:: 100 (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 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 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% 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 2006-5)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the Owner Trust Agreement, this Agreement and the Indenture. Any permissive right of the Securities Administrator enumerated in this Agreement shall not be construed as a duty. (b) The Trust will indemnify the Securities Administrator, and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Owner Trust Agreement or this Agreement. , including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Owner Trust Agreement, the Indenture or this Agreement. (c) 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 and the Operative Agreements, shall examine them to determine whether they are in conform to the form required by requirements of this AgreementAgreement and the Operative Agreements; 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 Sellers, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture 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 Noteholders. 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 or the Master Servicer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer. (d) On each Payment Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly payments and the final payment to the Noteholders as provided in Section 7.7 of the Transfer and Servicing Agreement. (e) No provision of this Agreement shall be construed to relieve the Securities Administrator 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, Agreement and the Operative Agreements; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, the Owner Trust Agreement or the Indenture; no implied covenants or obligations shall be read into this Agreement and the Operative Agreements 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 hereunderOperative Agreements, as applicable; (ii) the The Securities Administrator shall not be liable for 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 no longer 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% of the Voting Rights of Certificates Notes as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to this Agreement and the Securities AdministratorOperative Agreements, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this AgreementAgreement and the Operative Agreements; 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 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 Servicer under this Agreement and the Operative Agreements. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Securities Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification on behalf of the Trust from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall have no liability and makes no representation as to promptly notify the Ownership Certificateholder of (i) any acts or omissions hereunder change in the Corporate Trust Office of the Master Servicer or Owner Trustee, (ii) any amendment to the TrusteeOwner Trust Agreement requiring notice be given to the Ownership Certificateholder and (iii) any other notice required to be given to the Ownership Certificateholder by the Owner Trustee under the Owner Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (First NLC Securitization, Inc.)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. . (b) The Securities Administrator, upon receipt of all resolutions, certificatesCertificates, 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 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 any Servicer, the Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 (including in its roles as Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee) shall have no obligation to reconcile, recompute or recalculate any remittances or reports of any Servicer, the Swap Provider or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by such Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 8.05 of this Agreement. On each Distribution Date, the Securities Administrator shall make a Distribution Date Report available as provided in Section 4.06. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify the Certificateholders may enter into transactions with or otherwise deal with any 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconductAffiliates; provided, however, that:that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ie) In carrying out the foregoing duties and or any of its other obligations of the Securities Administrator shall be determined solely by the express provisions of under this Agreement, the Securities Administrator (including in its roles as Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee) shall not be liable except subject to the same standard of care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the Distribution Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys' fees and disbursements) incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent and Certificate Registrar) in connection with the performance of such its duties hereunder and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this under the Swap 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 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 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% 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 Cap 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 Agreement (Luminent Mortgage Trust 2007-2)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake agrees to perform such all of the duties of the Issuing Entity and only such duties as are specifically set forth in this the Owner Trustee under the Depository Agreement. The In addition to its duties performed under the Depository Agreement, the Securities AdministratorAdministrator shall take all appropriate action that is the duty of the Issuing Entity and the Owner Trustee to take with respect to the following matters under the Trust Agreement, Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes for execution by the Owner Trustee or the Securities Administrator upon receipt the registration of any transfer or exchange of the Notes (Sections 4.02 and 4.03); (ii) causing the preparation of Definitive Notes in accordance with the instructions of any Clearing Agency (including the preparation of any temporary notes), (Sections 4.08 and 4.13); (iii) the notification to the Owner Trustee of the Issuing Entity’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Securities Administrator of such non-compliance (Sections 3.06 and 3.15); (iv) the execution of all resolutionssupplements, certificatesamendments, statements, opinions, reports, documents, orders or instruments of further assurance and other instruments furnished prepared by the Depositor and delivered to the Securities Administrator that are specifically required for execution to be furnished pursuant to protect the Collateral (Section 3.03). (b) In carrying out the foregoing duties or any provision of this Agreement shall examine them to determine whether they are in the form required by its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the Securities Administrator shall not be responsible for the accuracy or content terms of any such resolutiontransactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, certificate, statement, in the Securities Administrator’s opinion, report, document, order or other instrument. If any such instrument is found not to conform in any material respect no less favorable to the requirements of this AgreementIssuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties, the Securities Administrator shall have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) any change in the duties and obligations Corporate Trust Office of the Securities Administrator shall be determined solely by the express provisions of this AgreementOwner Trustee, 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) any amendment to the Securities Administrator shall not Trust Agreement requiring notice be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of given to the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; Certificateholder and (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted other notice required to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating given to the time, method and place of conducting any proceeding for any remedy available to Certificateholders by the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon Owner Trustee under the Securities Administrator under this Trust 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: Administration Agreement (Bear Stearns Second Lien Trust 2007-1)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the 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 it, which are specifically required to be furnished pursuant to any provision of this Agreement 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 Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 the Servicer or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 10.5 of this Agreement. On each Distribution Date, the Securities Administrator shall make Distribution Date Reports available as provided in Section 5.5. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify be subject to the Certificateholders same standard of such non conforming instrument care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the event the Securities AdministratorDistribution Account for all losses, after so requesting, does not receive a satisfactorily corrected instrument. No provision costs and expenses of this Agreement shall be construed to relieve any kind or nature (including without limitation attorneys' fees and disbursements) incurred by the Securities Administrator from liability for (including without limitation in its own negligent actionvarious capacities as Paying Agent, its own negligent failure to act or its own willful misconduct; provided, however, that: (iCertificate Paying Agent and Certificate Registrar) 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 in connection with the performance of such its 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 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 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% 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 (Lares Asset Securitization, Inc.)

Duties of the 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 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 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 100 jurisdiction, such determination 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% 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 2006-2)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. (b) The Securities Administrator, only as directed by an authorized officer of Wells Fargo, shall remit from trust amounts the mortgage insurance premiums in accordance with the requirements of the Primary Mortgage Insurance Policy. The Securities Administrator shall also remit any amounts due for premium taxes on insurance on applicable covered Mortgage Loans secured by properties located in West Virginia or Kentucky on a monthly basis as directed in writing by an authorized officer of Wells Fargo. All other responsibilities under the Primary Mortgage Xxxxrance Policy, including making claims and receiving payments, complying with unpaid principal reporting and monthly default and delinquency reporting requirements, and in all other ways maintaining such Primary Mortgage Insurance Policy shall not be the responsibility of the Securities Administrator, but will instead by the responsibility of the party or parties set forth in such Primary Mortgage Insurance Policy. Premiums shall be calculated by the Securities Administrator on individual covered loans as the product of the Loan-Level Premium-Rate (as defined in the Primary Mortgage Insurance Policy and delivered by GSMC) assigned to the applicable Mortgage Loan in the Certificate Schedule (as defined in the Primary Mortgage Insurance Policy) and set forth on the Mortgage Loan Schedule, multiplied by the current UPB of the applicable Mortgage Loan outstanding at the beginning of the month for which coverage is provided, divided by twelve. The Securities Administrator shall remit from trust amounts all such initial premiums and associated premium taxes required to be paid under the Primary Mortgage Insurance Policy by the last Business Day of the first full month following the Closing Date in accordance with the requirements of the Primary Mortgage Insurance Policy. Any revised Loan-Level Premium-Rates will be delivered to the Securities Administrator in writing by Wells Fargo at which time the Securities Administrator shall revisx xxxmium amounts accordingly. In no event will the Securities Administrator bear any responsibility to investigate or resolve issues or claims in connection with the Primary Mortgage Insurance Policy, or to advise or notify any party of notices received by it with regard to such policy. The Securities Administrator shall remit premiums on a covered Mortgage Loan until notified in writing by Wells Fargo that such Mortgage Loan has been liquidated and the UPX xxxught to zero. The Securities Administrator and its respective officers and directors shall be entitled to conclusively rely on upon all such reports by Wells Fargo. In the event additional premiums are required under txx Xximary Mortgage Insurance Policy due to the reinstatement of a covered Mortgage Loan or other shortfall due to error, the Securities Administrator will be notified in writing by Wells Fargo (which writing will confirm the reinstatement or error, xx applicable, and direct the remittance of premium amounts) and, if such notice is received on or before the fifteenth day of the current month, shall remit all such premium amounts from trust funds on the next Distribution Date. If such notice is received after the fifteenth day of the month, the Securities Administrator shall remit such premium amounts from trust funds on the Distribution Date occurring in the immediately succeeding month. (c) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 2006-12)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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 104 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. . (b) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 2006-20)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. Agreement and the other Operative Agreements. (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 and the Operative Agreements, shall examine them to determine whether they are in conform to the form required by requirements of this AgreementAgreement and the Operative Agreements; 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 Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, the Securities Administrator will provide notice to the Noteholders. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to reconcile, recompute or recalculate any remittances or reports of the Servicer or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer or the Cap Provider. (c) On each Payment Date, the Securities Administrator, as paying agent, shall make monthly payments and the final payment to the Noteholders as provided in Section 10.2 of this Agreement. On each Payment Date, the Securities Administrator shall make Payment Date Reports available as provided in Section 5.5. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify be subject to the Certificateholders same standard of such non conforming instrument care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the event Payment Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys' fees and disbursements) incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. (f) The Securities Administrator, after so requestingin its capacity as the Certificate Registrar (as defined in the Indenture), does not receive and upon a satisfactorily corrected instrument. No provision request received from the Owner Trustee, shall promptly notify the Certificateholder of this Agreement shall be construed to relieve the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) any change in the duties and obligations Corporate Trust Office of the Securities Administrator shall be determined solely by the express provisions of this AgreementOwner Trustee, 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) any amendment to the Securities Administrator shall not Owner Trust Agreement requiring notice be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of given to the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; Certificateholder and (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted other notice required to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating given to the time, method and place of conducting any proceeding for any remedy available to Certificateholder by the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon Owner Trustee under the Securities Administrator under this Owner Trust 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: Transfer and Servicing Agreement (Lares Asset Securitization, Inc.)

Duties of the 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 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 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 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% 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 (GSAA Home Equity Trust 2006-13)

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Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. . (b) The Securities Administrator, upon receipt of all resolutions, certificatesCertificates, 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 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 any Servicer, the Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 (including in its roles as Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee) shall have no obligation to reconcile, recompute or recalculate any remittances or reports of any Servicer, the Swap Provider or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by such Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 8.05 of this Agreement. On each Distribution Date, the Securities Administrator shall make a Distribution Date Report available as provided in Section 4.06. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify the Certificateholders may enter into transactions with or otherwise deal with any 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconductAffiliates; provided, however, that:that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ie) In carrying out the foregoing duties and or any of its other obligations of the Securities Administrator shall be determined solely by the express provisions of under this Agreement, the Securities Administrator (including in its roles as Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee) shall not be liable except subject to the same standard of care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the Distribution Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys' fees and disbursements) 120 incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent and Certificate Registrar) in connection with the performance of such its duties hereunder and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this under the Swap 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 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 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% 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 Cap 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 Agreement (Luminent Mortgage Trust 2006-7)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. (b) The Securities Administrator, only as directed by an authorized officer of Wells Fargo, shall remit from trust amounts the mortgage insurance xxxxxums in accordance with the requirements of the Primary Mortgage Insurance Policy. The Securities Administrator shall also remit any amounts due for premium taxes on insurance on applicable covered Mortgage Loans secured by properties located in West Virginia or Kentucky on a monthly basis as directed in writing by an authorized officer of Wells Fargo. All other responsibilities under the Primary Mortgage Xxxxxance Policy, including making claims and receiving payments, complying with unpaid principal reporting and monthly default and delinquency reporting requirements, and in all other ways maintaining such Primary Mortgage Insurance Policy shall not be the responsibility of the Securities Administrator, but will instead by the responsibility of the party or parties set forth in such Primary Mortgage Insurance Policy. 100 Premiums shall be calculated by the Securities Administrator on individual covered loans as the product of the Loan-Level Premium-Rate (as defined in the Primary Mortgage Insurance Policy and delivered by GSMC) assigned to the applicable Mortgage Loan in the Certificate Schedule (as defined in the Primary Mortgage Insurance Policy) and set forth on the Mortgage Loan Schedule, multiplied by the current UPB of the applicable Mortgage Loan outstanding at the beginning of the month for which coverage is provided, divided by twelve. The Securities Administrator shall remit from trust amounts all such initial premiums and associated premium taxes required to be paid under the Primary Mortgage Insurance Policy by the last Business Day of the first full month following the Closing Date in accordance with the requirements of the Primary Mortgage Insurance Policy. Any revised Loan-Level Premium-Rates will be delivered to the Securities Administrator in writing by Wells Fargo at which time the Securities Administrator shall revise xxxxium amounts accordingly. In no event will the Securities Administrator bear any responsibility to investigate or resolve issues or claims in connection with the Primary Mortgage Insurance Policy, or to advise or notify any party of notices received by it with regard to such policy. The Securities Administrator shall remit premiums on a covered Mortgage Loan until notified in writing by Wells Fargo that such Mortgage Loan has been liquidated and the UPB xxxxght to zero. The Securities Administrator and its respective officers and directors shall be entitled to conclusively rely on upon all such reports by Wells Fargo. In the event additional premiums are required under thx Xxxmary Mortgage Insurance Policy due to the reinstatement of a covered Mortgage Loan or other shortfall due to error, the Securities Administrator will be notified in writing by Wells Fargo (which writing will confirm the reinstatement or error, xx xpplicable, and direct the remittance of premium amounts) and, if such notice is received on or before the fifteenth day of the current month, shall remit all such premium amounts from trust funds on the next Distribution Date. If such notice is received after the fifteenth day of the month, the Securities Administrator shall remit such premium amounts from trust funds on the Distribution Date occurring in the immediately succeeding month. (c) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 101 jurisdiction, such determination 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% 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 2006-14)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the 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 it, which are specifically required to be furnished pursuant to any provision of this Agreement 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 Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 the Servicer or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 10.5 of this Agreement. On each Distribution Date, the Securities Administrator shall make Distribution Date Reports available as provided in Section 5.5. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify be subject to the Certificateholders same standard of such non conforming instrument care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the event the Securities AdministratorDistribution Account for all losses, after so requesting, does not receive a satisfactorily corrected instrument. No provision costs and expenses of this Agreement shall be construed to relieve any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Securities Administrator from liability for (including without limitation in its own negligent actionvarious capacities as Paying Agent, its own negligent failure to act or its own willful misconduct; provided, however, that: (iCertificate Paying Agent and Certificate Registrar) 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 in connection with the performance of such its 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 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 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% 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 (First NLC Securitization, Inc.)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. Agreement and the other Operative Agreements. (b) The Issuer will indemnify the Securities Administrator, and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Agreement and the other Operative Agreements, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and the other Operative Agreements. (c) 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 and the Operative Agreements, shall examine them to determine whether they are in conform to the form required by requirements of this AgreementAgreement and the Operative Agreements; 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 Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture 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 Noteholders. 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, the Cap Provider or the Note Insurer, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by the Servicer, the Cap Provider and the Note Insurer. (d) On each Payment Date, the Securities Administrator, after so requestingas paying agent, does not receive a satisfactorily corrected instrument. shall make monthly payments and the final payment to the Noteholders as provided in Section 7.7 of this Agreement. (e) No provision of this Agreement shall be construed to relieve the Securities Administrator 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, Agreement and the Operative Agreements; the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, the Owner Trust Agreement or the Indenture; no implied covenants or obligations shall be read into this Agreement and the Operative Agreements 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 hereunderOperative Agreements, as applicable; (ii) the The Securities Administrator shall not be liable for 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 no longer 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% of the Voting Rights of Certificates Noteholder as provided herein relating to the time, method and place of conducting any proceeding for any remedy available pursuant to this Agreement and the Securities AdministratorOperative Agreements, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this AgreementAgreement and the Operative Agreements; 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 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 Servicer under this Agreement and the Operative Agreements. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Securities Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuer from funds in the Payment Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Securities Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall have no liability and makes no representation as to promptly notify the Certificateholder of (i) any acts or omissions hereunder change in the Corporate Trust Office of the Master Servicer or Owner Trustee, (ii) any amendment to the TrusteeOwner Trust Agreement requiring notice be given to the Certificateholder and (iii) any other notice required to be given to the Certificateholder by the Owner Trustee under the Owner Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (FBR Securitization Trust 2005-1)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. (b) The Securities Administrator, only as directed by an authorized officer of Wells Fargo, in its capacity as Servicer, shall remit from trust xxxxxts the mortgage insurance premiums in accordance with the requirements of the Primary Mortgage Insurance Policy. The Securities Administrator shall also remit any amounts due for premium taxes or assessments on insurance on applicable covered Mortgage Loans secured by properties located in West Virginia, Kentucky or Florida on a monthly basis as directed in writing by an authorized officer of Wells Fargo, in its capacity as Servicer. All other responsibilitxxx xnder the Primary Mortgage Insurance Policy, including making claims and receiving payments, complying with unpaid principal reporting and monthly default and delinquency reporting requirements, and in all other ways maintaining such Primary Mortgage Insurance Policy shall not be the responsibility of the Securities Administrator, but will instead by the responsibility of the party or parties set forth in such Primary Mortgage Insurance Policy. Premiums shall be calculated by the Securities Administrator on individual covered loans as the product of the Loan-Level Premium-Rate (as defined in the PMI Commitment Agreement and delivered by GSMC) assigned to the applicable Mortgage Loan in the Certificate Schedule (as defined in the Primary Mortgage Insurance Policy) and set forth on the Mortgage Loan Schedule, multiplied by the current unpaid principal balance of the applicable Mortgage Loan outstanding at the beginning of the month for which coverage is provided, divided by twelve. The Securities Administrator shall remit from trust amounts all such initial premiums and associated premium taxes required to be paid under the Primary Mortgage Insurance Policy by the last Business Day of the first full month following the Closing Date in accordance with the requirements of the Primary Mortgage Insurance Policy. Any revised Loan-Level Premium-Rates will be delivered to the Securities Administrator in writing by Wells Fargo, in its capacity as Servicer, at which time the Securxxxxx Administrator shall revise premium amounts accordingly. In no event will the Securities Administrator bear any responsibility to investigate or resolve issues or claims in connection with the Primary Mortgage Insurance Policy, or to advise or notify any party of notices received by it with regard to such policy. The Securities Administrator shall remit premiums on a covered Mortgage Loan until notified in writing by Wells Fargo, in its capacity as Servicer, that such Mortgage Loan xxx been liquidated and the unpaid principal balance brought to zero. The Securities Administrator and its respective officers and directors shall be entitled to conclusively rely on upon all such reports by Wells Fargo, in its capacity as Servicer. In the event additional xxxxiums are required under the Primary Mortgage Insurance Policy due to the reinstatement of a covered Mortgage Loan or other shortfall due to error, the Securities Administrator will be notified in writing by Wells Fargo, in its capacity as Servicer (which writing will confxxx xhe reinstatement or error, as applicable, and direct the remittance of premium amounts) and, if such notice is received on or before the fifteenth (15th) day of the current month, shall remit all such premium amounts from trust funds on the next Distribution Date. If such notice is received after the fifteenth (15th) day of the month, the Securities Administrator shall remit such premium amounts from trust funds on the Distribution Date occurring in the immediately succeeding month. (c) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 2007-2)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. (b) The Securities Administrator, only as directed by an authorized officer of Wells Fargo or Avelo, as applicable, shall remit from trust amountx xxx mortgage insurance premiums in accordance with the requirements of the Primary Mortgage Insurance Policy. The Securities Administrator shall also remit any amounts due for premium taxes on insurance on applicable covered Mortgage Loans secured by properties located in West Virginia or Kentucky on a monthly basis as directed in writing by an authorized officer of Wells Fargo or Avelo, as applicable. All other responsibilities unxxx xhe Primary Mortgage Insurance Policy, including making claims and receiving payments, complying with unpaid principal reporting and monthly default and delinquency reporting requirements, and in all other ways maintaining such Primary Mortgage Insurance Policy shall not be the responsibility of the Securities Administrator, but will instead by the responsibility of the party or parties set forth in such Primary Mortgage Insurance Policy. Premiums shall be calculated by the Securities Administrator on individual covered loans as the product of the Loan-Level Premium-Rate (as defined in the Primary Mortgage Insurance Policy and delivered by GSMC) assigned to the applicable Mortgage Loan in the Certificate Schedule (as defined in the Primary Mortgage Insurance Policy) and set forth on the Mortgage Loan Schedule, multiplied by the current UPB of the applicable Mortgage Loan outstanding at the beginning of the month for which coverage is provided, divided by twelve. The Securities Administrator shall remit from trust amounts all such initial premiums and associated premium taxes required to be paid under the Primary Mortgage Insurance Policy by the last Business Day of the first full month following the Closing Date in accordance with the requirements of the Primary Mortgage Insurance Policy. Any revised Loan-Level Premium-Rates will be delivered to the Securities Administrator in writing by Wells Fargo or Avelo, as applicable, at which time the Securities Xxxxxistrator shall revise premium amounts accordingly. In no event will the Securities Administrator bear any responsibility to investigate or resolve issues or claims in connection with the Primary Mortgage Insurance Policy, or to advise or notify any party of notices received by it with regard to such policy. The Securities Administrator shall remit premiums on a covered Mortgage Loan until notified in writing by Wells Fargo or Avelo, as applicable, that such Mortgage Loan has bxxx xiquidated and the UPB brought to zero. The Securities Administrator and its respective officers and directors shall be entitled to conclusively rely on upon all such reports by Wells Fargo or Avelo, as applicable. In the event additional premixxx xre required under the Primary Mortgage Insurance Policy due to the reinstatement of a covered Mortgage Loan or other shortfall due to error, the Securities Administrator will be notified in writing by Wells Fargo or Avelo, as applicable, (which writing will confirm txx xxinstatement or error, as applicable, and direct the remittance of premium amounts) and, if such notice is received on or before the fifteenth (15th) day of the current month, shall remit all such premium amounts from trust funds on the next Distribution Date. If such notice is received after the fifteenth (15th) day of the month, the Securities Administrator shall remit such premium amounts from trust funds on the Distribution Date occurring in the immediately succeeding month. (c) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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% 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 2006-16)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. . (b) The Securities Administrator, upon receipt of all resolutions, certificatesCertificates, 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 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 any Servicer, the Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 any Servicer or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by such Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 8.05 of this Agreement. On each Distribution Date, the Securities Administrator shall make a Distribution Date Report available as provided in Section 4.06. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Securities Administrator's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify be subject to the Certificateholders same standard of such non conforming instrument care and have the same rights, indemnifications and immunities as the Trustee hereunder, including, without limitation, the right to reimbursement and indemnification on behalf of the Issuing Entity from funds in the event the Securities AdministratorDistribution Account for all losses, after so requesting, does not receive a satisfactorily corrected instrument. No provision costs and expenses of this Agreement shall be construed to relieve any kind or nature (including without limitation attorneys' fees and disbursements) incurred by the Securities Administrator from liability for (including without limitation in its own negligent actionvarious capacities as Paying Agent, its own negligent failure to act or its own willful misconduct; provided, however, that: (iCertificate Paying Agent and Certificate Registrar) 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 in connection with the performance of such its duties hereunder and obligations as are specifically set forth in this under the Cap 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 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 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% 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 Agreement (Luminent Mortgage Trust 2006-6)

Duties of the Securities Administrator. (a) The Securities Administrator shall undertake to perform such duties and only such duties as that are specifically set forth in the this Agreement. . (b) The Securities Administrator, upon receipt of all resolutions, certificatesCertificates, 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 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 any Servicer, the Seller, the Master Servicer or the Depositor. If any such instrument is found not to conform in any material respect to the requirements of this Agreement in a material manner, the Securities Administrator shall take such action as it deems appropriate to have the 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 (including in its roles as Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee) shall have no obligation to reconcile, recompute or recalculate any remittances or reports of any Servicer, the Swap Provider or the Cap Provider, and the Securities Administrator may fully rely upon and shall have no liability with respect to information provided by such Servicer or the Cap Provider. (c) The Securities Administrator is hereby appointed as Paying Agent. On each Distribution Date, the Securities Administrator, as Paying Agent, shall make monthly payments and the final payment to the Certificateholders as provided in Section 8.05 of this Agreement. On each Distribution Date, the Securities Administrator shall make a Distribution Date Report available as provided in Section 4.06. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Securities Administrator shall notify the Certificateholders may enter into transactions with or otherwise deal with any 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 from liability for its own negligent action, its own negligent failure to act or its own willful misconductAffiliates; provided, however, that: (i) that the duties and obligations terms of the Securities Administrator any such transactions or dealings shall be determined solely by in accordance with any directions received from the express provisions of this AgreementIssuing Entity and shall be, 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 an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator's opinion, unless it shall be conclusively determined by a court of competent jurisdiction, such determination 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% of the Voting Rights of Certificates relating favorable to the time, method and place of conducting any proceeding for any remedy Issuing Entity than would be 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 Trusteefrom unaffiliated parties.

Appears in 1 contract

Samples: Pooling Agreement (Luminent Mortgage Trust 2007-1)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. . (b) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 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 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 112 the direction of Holders of Certificates evidencing not less than 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: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-3)

Duties of the Securities Administrator. The Securities Administrator shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. . (a) 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. . (b) No provision of this Agreement shall be construed to relieve the Securities Administrator 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 104 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 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 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% 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 2007-1)

Duties of the 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 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 100 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 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 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% 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 2006-11)

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