Common use of Liabilities of the Depositor, Seller and the Servicer Clause in Contracts

Liabilities of the Depositor, Seller and the Servicer. The Depositor, Seller and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein. It is understood and agreed that the obligation under this Agreement of the Seller or the Servicer to repurchase or substitute any Mortgage Loan as to which any breach of representation or warranty made in Section 2.01, 2.02, 2.03 or 2.04 of this Agreement or in Section 2 of the Mortgage Loan Purchase Agreement has occurred and is continuing shall constitute the sole and exclusive remedy respecting such breach available to the Depositor, the Certificateholders or the Trustee on their behalf so long as the Seller repurchases or substitutes any such Mortgage Loan and such Certificateholders shall not be entitled to any consequential damages. Without limiting the effect of the preceding paragraph, the Servicer shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Seller and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Servicer’s covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Servicer with respect to any Mortgage Loan constituting a failure by the Servicer to perform its obligations under this Agreement. This indemnity shall survive any Event of Default (but a Servicer’s obligations under this Section 7.01 shall not relate to any actions of any predecessor or subsequent Servicer after an Event of Default) and any payment of the amount owing under, or any repurchase by the Servicer of, any such Mortgage Loan. Without limiting the effect of the second preceding paragraph, the Seller shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Servicer and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Seller’s covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Seller with respect to any Mortgage Loan constituting a failure by the Seller to perform its obligations under this Agreement. This indemnity shall survive any payment of the amount owing under, or any repurchase by the Seller of, any such Mortgage Loan. Any amounts received by the Trustee from the Seller or Servicer on behalf of the Trust Fund pursuant to this Article VII shall be deposited in the Certificate Account and shall be distributed as part of the Available Distribution Amount. If either the Seller or the Servicer has made any indemnity payments to the Trustee pursuant to this Article VII and the Trustee thereafter collects any of such amounts from others, the Trustee will repay such amounts collected to the Seller or Servicer, as applicable, together with any interest collected thereon.

Liabilities of the Depositor, Seller and the Servicer. (a) The Depositor, Seller and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein. . (b) It is understood and agreed that the obligation under this Agreement of the Seller or the Servicer to repurchase or substitute any Mortgage Loan as to which any breach of representation or warranty made or other obligation contained in Section 2.01, 2.02, 2.03 2.03, 2.04 or 2.04 3.12 of this Agreement or in Section 2 of the Mortgage Loan Purchase Agreement has occurred and is continuing shall constitute the sole and exclusive remedy respecting such breach available to the Depositor, the Certificateholders or the Trustee on their behalf so long as the Seller repurchases or substitutes any such Mortgage Loan and such Loan. Neither the Certificateholders nor the Trustee on their behalf shall not be entitled to any consequential damages. . (c) Without limiting the effect of the preceding paragraphSection 7.01(b), the Servicer shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Seller and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Servicer’s 's covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Servicer with respect to any Mortgage Loan constituting a failure by the Servicer to perform its obligations under this Agreement. This indemnity shall survive any Event of Default (but a Servicer’s 's obligations under this Section 7.01 shall not relate to any actions of any predecessor or subsequent Servicer after an Event of Default) and any payment of the amount owing under, or any repurchase by the Servicer of, any such Mortgage Loan. . (d) Without limiting the effect of the second preceding paragraphSection 7.01(b), the Seller shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Servicer and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Seller’s 's covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Seller with respect to any Mortgage Loan constituting a failure by the Seller to perform its obligations under this Agreement. This indemnity shall survive any payment of the amount owing under, or any repurchase by the Seller of, any such Mortgage Loan. . (e) Any amounts received by the Trustee from the Seller or Servicer on behalf of the Trust Fund pursuant to this Article VII shall be deposited in the Certificate Account and shall be distributed as part of the Available Total Distribution Amount. If either the Seller or the Servicer has made any indemnity payments to the Trustee pursuant to this Article VII and the Trustee thereafter collects any of such amounts from others, the Trustee will repay such amounts collected to the Seller or Servicer, as applicable, together with any interest collected thereon.

Liabilities of the Depositor, Seller and the Servicer. The Depositor, Seller and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein. It is understood and agreed that the obligation under this Agreement of the Seller or the Servicer to repurchase or substitute any Mortgage Loan as to which any breach of representation or warranty made in Section 2.01, 2.02, 2.03 or 2.04 of this Agreement or in Section 2 of the Mortgage Loan Purchase Agreement has occurred and is continuing shall constitute the sole and exclusive remedy respecting such breach available to the Depositor, the Certificateholders or the Trustee on their behalf so long as the Seller repurchases or substitutes any such Mortgage Loan and such Certificateholders shall not be entitled to any consequential damages. Without limiting the effect of the preceding paragraph, the Servicer shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Seller and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Servicer’s 's covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Servicer with respect to any Mortgage Loan constituting a failure by the Servicer to perform its obligations under this Agreement. This indemnity shall survive any Event of Default (but a Servicer’s 's obligations under this Section 7.01 shall not relate to any actions of any predecessor or subsequent Servicer after an Event of Default) and any payment of the amount owing under, or any repurchase by the Servicer of, any such Mortgage Loan. Without limiting the effect of the second preceding paragraph, the Seller shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the Certificate Registrar, the Servicer and the Certificateholders against any and all costs, expenses, losses, damages, claims or liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from third party claims or actions (including penalties or fees imposed by any governmental or regulatory body or agency) in respect of any breach of the Seller’s 's covenants, representations or warranties set forth herein or in respect of any action taken or omitted by the Seller with respect to any Mortgage Loan constituting a failure by the Seller to perform its obligations under this Agreement. This indemnity shall survive any payment of the amount owing under, or any repurchase by the Seller of, any such Mortgage Loan. Any amounts received by the Trustee from the Seller or Servicer on behalf of the Trust Fund pursuant to this Article VII shall be deposited in the Certificate Account and shall be distributed as part of the Available Distribution Amount. If either the Seller or the Servicer has made any indemnity payments to the Trustee pursuant to this Article VII and the Trustee thereafter collects any of such amounts from others, the Trustee will repay such amounts collected to the Seller or Servicer, as applicable, together with any interest collected thereon.