Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.
Appears in 61 contracts
Samples: Flow Mortgage Loan Purchase and Sale Agreement, Flow Mortgage Loan Purchase and Sale Agreement (Sequoia Mortgage Trust 2013-8), Flow Mortgage Loan Purchase and Sale Agreement (Sequoia Mortgage Trust 2013-7)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 18 contracts
Samples: Purchase, Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-3), Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-S1), Purchase, Warranties and Servicing Agreement (Starm Mortgage Loan Trust 2007-2)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 11 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6), Pooling and Servicing Agreement (Dsla 2006-Ar2), Reconstitution Agreement (HarborView 2006-13)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 10 contracts
Samples: Loan Purchase and Interim Servicing Agreement (Luminent Mortgage Trust 2007-2), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Investors Trust, Series 2006-A2)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 9 contracts
Samples: Mortgage Loan Purchase Agreement (First Franklin Mortgage Loan Trust, Series 2007-FFC), Mortgage Loan Purchase Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-4), Mortgage Loan Purchase Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2)
Limitation on Liability of the Seller and Others. The duties and obligations None of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this AgreementSeller, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller Servicer nor any of the directors, officers, employees or agents of the Seller or the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer Seller, the Servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller Seller, the Servicer and any director, officer, employee or agent of the Seller and the Servicer may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller The Servicer shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Servicer shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 9 contracts
Samples: Assignment Agreement (Terwin Securitization LLC), Servicing Agreement (E Loan Inc), Assumption and Recognition Agreement (CSMC Mortgage Backed Trust Series 2007-1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 14.01.
Appears in 8 contracts
Samples: Reconstituted Servicing Agreement (HarborView 2006-14), Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2), Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject To the extent the Purchaser records with the recording office an Assignment of Mortgage which designates the Purchaser as the holder of record of the Mortgage, the Purchaser agrees that it shall (i) provide the Seller with immediate notice of any action with respect to the terms Mortgage or the related Mortgaged Property and ensure that the proper department or person at the Seller, designated in writing from the Seller to the Purchaser, receives such notice; and (ii) immediately complete, sign and return to the Seller any document reasonably requested by the Seller to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of Subsection 12.01, the obligation or take any other action reasonably required by the Seller. The Purchaser further agrees that the Seller shall have no liability for the Purchaser's failure to comply with subsections (i) or (ii) in the foregoing sentence. The Seller shall not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 7 contracts
Samples: Purchase and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1), Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5), Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject Notwithstanding anything to the terms contrary contained in this Agreement, unless one or more Event of Subsection 12.01Default by the Seller shall occur and shall not have been remedied within the time limits set forth in Section 14 of this Agreement, the Purchaser shall not record or cause to be recorded an Assignment of Mortgage with the recording office. To the extent the Purchaser records with the recording office as permitted herein an Assignment of Mortgage which designates the Purchaser as the holder of record of the Mortgage, the Purchaser agrees that it shall (i) provide the Seller with immediate notice of any action with respect to the Mortgage or the related Mortgaged Property and ensure that the Investor Accounting Department at the Seller receives such notice; and (ii) immediately complete, sign and return to the Seller any document reasonably requested by the Seller to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or take any other action reasonably required by the Seller. The Purchaser further agrees that the Seller shall have no liability for the Purchaser’s failure to comply with the subsections (i) or (ii) in the foregoing sentence. The Seller shall not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 6 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement, Master Mortgage Loan Purchase and Servicing Agreement (HarborView 2006-11), Master Mortgage Loan Purchase and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-Ar1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 5 contracts
Samples: Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2), Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Mortgage Loan Purchase and Servicing Agreement (TBW Mortgage-Backed Trust Series 2006-6)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which they may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 4 contracts
Samples: Assignment, Assumption and Recognition Agreement (Sg Mortgage Securities Trust 2006-Fre2), Trust Agreement (GSAA Home Equity Trust 2007-2), Master Mortgage Loan Purchase and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-23)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 3 contracts
Samples: Letter Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1), Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand unless any such costs result from a breach of the Seller's representations and warranties made herein or its failure to perform its obligations in strict compliance with this Agreement.
Appears in 3 contracts
Samples: Assignment and Assumption Agreement (Banc of America Funding 2006-6 Trust), And Servicing Agreement (Banc of America Funding 2006-5 Trust), Assignment and Assumption Agreement (Banc of America Funding 2006-5 Trust)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicerSeller. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar3)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 14.01.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2007-2), Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicerSeller. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto as is consistent with Accepted Servicing Practices. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (HSI Asset Loan Obligation Trust 2006-2), Merrill Lynch Alternative Note Asset Trust, Series 2007-F1
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand unless any such costs result from a breach of the Seller’s representations and warranties made herein or its failure to perform its obligations in strict compliance with this Agreement.
Appears in 2 contracts
Samples: Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-2f), Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-1f)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which they may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He1), Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Inc)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement (E Loan Inc)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees employees, or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of warranties or representations made herein or failure to perform its obligations hereunder in strict compliance with any representation or warranty made hereinstandard of care set forth in this Agreement, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of duties duties. Unless in violation of Customary Servicing Procedures or by reason of reckless disregard of the obligations or duties hereunder. The Servicer Guide, the Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01Section 7.1, the Seller shall have be under no obligation to appear with respect toin, prosecute prosecute, or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, the Seller’s duty Seller may with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable with respect to service this Agreement and the Mortgage Loans in accordance with this Agreementrights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable and the Seller shall be entitled to be reimbursed therefor from the Collection Account.
Appears in 1 contract
Samples: Master Purchase and Servicing Agreement (Luminent Mortgage Trust 2006-7)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which they may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase Agreement (Westmark Group Holdings Inc)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the officers, directors, officersemployees, employees representatives or agents of the Seller shall be under any liability to the Purchaser or Purchaser's successor and or assigns for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any officer, director, officeremployee, employee representative or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand.
Appears in 1 contract
Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2006-15)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicerSeller. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto as is consistent with Accepted Servicing Practices. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Sections 3.03 or 7.01.
Appears in 1 contract
Samples: Warranties and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any liability specifically imposed on the Seller as interim servicer herein; andstandard of care set forth in this Agreement, provided further, that this provision shall not protect the Seller as interim servicer against or any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which that is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and that in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement. Purchaser further agrees that, notwithstanding any other provisions of this Agreement to the contrary, Seller shall not be liable for any special, indirect, consequential, punitive or other damages which Purchaser or any other person or entity suffers or incurs as a result of the act or omission of Seller hereunder and Purchaser hereby irrevocably waives any such claims.
Appears in 1 contract
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Servicing Agreement (TBW Mortgage-Backed Trust Series 2007-1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell, or duty to service service, the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Loan Purchase and Servicing Agreement (Mego Mortgage Corp)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, and the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Assignment and Recognition Agreement (FBR Securitization, Inc.)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor the Servicer, nor any of the directors, officers, employees or agents of the Seller or Servicer shall be under any liability to the Purchaser for any reasonable action taken or for refraining from the taking of any reasonable action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or pursuant to the express written instructions of the Purchaser, or for reasonable errors in judgmentjudgment made in good faith; provided, however, provided that this provision shall not protect the Seller as interim servicer Seller, the Servicer, or any such Person against any liability resulting from any breach of any representation warranties or warranty representations or covenants made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason reasons of the willful misfeasance, bad faith faith, negligence or gross negligence any breach in the performance of duties or by reason of reckless disregard of the obligations or and duties hereunder. The Seller Seller, the Servicer and any director, officer, employee or agent of the Seller and Servicer may rely in good faith on any document of any kind which it in good faith reasonably believes believed by the Seller, the Servicer, or such Person to be genuine and to have been adopted or signed prima facie properly executed and submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to The Seller or the terms of Subsection 12.01Servicer, the Seller as applicable, shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which that is not incidental to their duties hereunder and which in their opinion may involve them in any expense or liability; provided that the Seller’s duty Seller or the Servicer may in their discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Seller or the Servicer as applicable, and the Servicer shall be entitled to service be reimbursed out of the Mortgage Loans in accordance Collection Account for customary and reasonable legal expenses with the express written consent of the Purchaser. This indemnity shall survive the termination of this Agreement.. EXECUTION COPY ** Confidential treatment requested
Appears in 1 contract
Samples: Servicing Agreement (E Loan Inc)
Limitation on Liability of the Seller and Others. The duties and obligations None of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this AgreementSeller, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller Servicer nor any of the directors, officers, employees or agents of the Seller or the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer Seller, the Servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancegross negligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any material breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller Seller, the Servicer and any director, officer, employee or agent of the Seller and the Servicer may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller The Servicer shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s duty its duties to service the Mortgage Loans in accordance with this AgreementAgreement and which in its reasonable opinion may result in its incurring any expenses or liability; provided, however, that the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Servicer shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (American Home Mortgage Assets Trust 2005-1)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to in connection with its obligations under this Agreement Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasancenegligence, bad faith or gross negligence in the performance of duties willful misconduct, or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities Purchaser respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental related to the Seller’s duty its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purcahser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand, except when such expenses,costs and liabilities are subject to the its indemnification obligations herein or in the Interim Servicing Agreement.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken taken, or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise action, in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell, or duty to service service, the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 12.01.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees employees, attorneys or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee employee, attorney or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 14.01.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase and Servicing Agreement (HarborView 2007-7)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer or any such person against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller's indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc)
Limitation on Liability of the Seller and Others. The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation warranties or warranty representations made herein, or from failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that which would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of the obligations or duties hereunderterms and conditions of this Agreement. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind which it in good faith reasonably believes to be genuine prima facie properly executed and to have been adopted or signed submitted by the proper authorities any Person respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the The Seller shall have no not be under any obligation to appear with respect toin, prosecute or defend any legal action which is not incidental to the Seller’s its obligation to sell or duty to service the Mortgage Loans in accordance with this AgreementAgreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase and Interim Servicing Agreement
