Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 7 contracts
Samples: Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (HarborView 2007-7)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2000-4 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Capital, as owner, under the obligations) as the Purchaser Master Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Master Servicing Agreement and unless the term "Owner" as used in the Master Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Master Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Capital under the Purchase Agreement and, Master Servicing Agreement; and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 5 contracts
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2000-4), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2000-4), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2000-4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust FundFund created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller, as owner, under the Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” term "Owner" as used in the Purchase Servicing Agreement in connection with any rights of the Owner shall be deemed to refer to the Trust Fund or, as the context requires, the Master Servicer (including acting in its capacity as agent for the Trust Fund, except with respect to the Servicer's indemnification of the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); providedFund, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes as otherwise specified in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementExhibit A hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement and the provisions of the Servicing Agreement to the extent unmodified or unamended herein upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article 6 of the Purchase Servicing Agreement (such Article 6 and Article 7 of the Servicing Agreement remaining unmodified except for the right to terminate with respect to the Serviced Mortgage Loans being vested in the Master Servicer pursuant to this Agreement and as modified by this Agreementexpressly described in Exhibit A hereto). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, and the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 5 contracts
Samples: Servicing Agreement (Structured Asset Securities Corp), Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-20), Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-23)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2001-16H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Capital, as owner, under the obligations) as the Purchaser Master Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Master Servicing Agreement and unless the term "Owner" as used in the Master Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Master Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Capital under the Purchase Agreement and, Master Servicing Agreement; and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 5 contracts
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 01 16h), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 01 16h), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 01 16h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-4H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Capital, as owner, under the obligations) as the Purchaser Master Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Master Servicing Agreement and unless the term "Owner" as used in the Master Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Master Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Capital under the Purchase Agreement and, Master Servicing Agreement; and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 5 contracts
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h), Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Servicer and the Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser right to enforce the obligations of Xxxxxx the Servicer under the Purchase Amended CHL Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the term “Purchaser” as used in the Purchase Amended CHL Servicing Agreement in connection with any rights and obligations of the Purchaser shall be deemed to refer to the Master Servicer (including the Trustee Trust Fund, which rights and obligations the Trust Fund on whose behalf hereby assumes, or, as the context requires, the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available acting in its capacity as agent for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 14.01 of the Purchase Agreement Amended CHL Servicing Agreement. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, DLJMC, the Depositor, the Trustee and the Trust Fund against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer or DLJMC which were taken or omitted upon the instruction or direction of the Master Servicer or DLJMC or (ii) the failure of the Trust Fund, DLJMC or the Master Servicer acting in its capacity as modified by this agent for the Trust Fund to perform the obligations of the “Purchaser” under the Amended CHL Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser DLJMC under the Purchase Amended CHL Servicing Agreement and, and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories hereto (except for the Servicer) agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Agreement. For purposes of clarification, all of DLJMC’s obligations under the Amended CHL Servicing Agreement, including any indemnification obligations under the Amended CHL Servicing Agreement, are hereby retained by DLJMC and will continue in full force and effect.
Appears in 4 contracts
Samples: Servicing Agreement, Servicing Agreement (CSAB Mortgage-Backed Trust 2007-1), Servicing Agreement (CSMC Mortgage-Backed Trust 2007-3)
Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes purpose in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 14.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee or the Trust Fund be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 4 contracts
Samples: Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (HarborView 2006-13), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement Flow Servicing Agreement. In addition, all of the representations, warranties, covenants, agreements and unless otherwise specified in Exhibit One to this Agreement, references indemnities made by the Servicer (or by any successor servicer) to the “Initial Purchaser” or "Owner" under the “Purchaser” in the Purchase Flow Servicing Agreement shall be are hereby deemed to refer made to the Master Servicer (including the Trustee and the Trust Fund on whose behalf as if the Master Servicer is acting)were the "Owner" and all such representations, warranties, covenants, agreements and indemnities shall inure to the benefit of the Master Servicer; provided, however, that notwithstanding the foregoing, the Master Servicer shall have (i) no right or interest in the "Reconstituted Termination Fee" referred to in Section 7.06 of the Flow Servicing or the "Additional Remittance" referred to in Section 7.07 of the Flow Servicing Agreement and (ii) no right to terminate the Servicer, except as expressly set forth herein. Nothing contained herein is intended to result in the creation or assumption by the Master Servicer of any obligation of the Purchaser to pay "Owner" or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in any Person under the Custodial Account Flow Servicing Agreement or the Trust Fund pursuant to the Pooling and Servicing Agreementany other agreement or instrument relating thereto except as specifically set forth herein. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsReconstituted Servicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 3 contracts
Samples: Servicing Agreement (Structured Asset Securities Corp), Servicing Agreement (Structured Asset Securities Corp), Servicing Agreement (Structured Asset Sec Corp Mort Pass Thro Cert Ser 1999 Als2)
Master Servicing; Termination of Servicer. XxxxxxCMC, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x CMC’s obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx CMC under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaserinitial Owner” or the “PurchaserOwner” in the Purchase Servicing Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx CMC shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx CMC under this Agreement upon the occurrence of an Event of Default under Section 15.01 9.01 of the Purchase Servicing Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 3 contracts
Samples: Reconstitution Agreement (Soundview Home Loan Trust 2007-1), Reconstitution Agreement (Harborview 2006-Bu1), Reconstitution Agreement (HarborView 2007-2)
Master Servicing; Termination of Servicer. XxxxxxDxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x Dxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx Dxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx Dxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx Dxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 3 contracts
Samples: Reconstitution Agreement (Dsla 2007-Ar1), Reconstitution Agreement (Dsla 2006-Ar2), Reconstitution Agreement (Harborview 2006-6)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this AgreementAssignment. The Master Servicer, acting on behalf of the Trustee and Assignee, the Trust Fundowner of the Mortgage Loans, shall have the same rights (but not the obligations) as the Purchaser under the Purchase Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial term "Purchaser” or the “Purchaser” " as used in the Purchase Agreement in connection with any rights of the Purchaser shall refer to the Master Servicer, acting on behalf of the Assignee, except as otherwise specified in Exhibits A and B, hereto, and provided that any reference in the Purchase Agreement to "the Purchaser's expense" (or words to like effect) shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation be expenses of the Purchaser Assignee and, if it relates to pay or reimburse Xxxxxx reimbursement of expenses incurred by the Servicer shall be satisfied solely recoverable by the Servicer from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementCollection Account. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement Assignment upon the occurrence of an Event of Default under Default, as provided in Section 15.01 10.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement andor the Additional Collateral Agreement. The Trustee, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Additional Collateral Agreement to enforce the obligations of the Servicer under the Additional Collateral Agreement and the term "Purchaser" as used in the Additional Collateral Agreement in connection with the performance any rights of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer Purchaser shall be entitled to all the rights, protections and limitations of liability afforded refer to the Master Servicer under Trustee, acting on behalf of the Pooling and Servicing AgreementAssignee.
Appears in 2 contracts
Samples: Assignment Agreement (Structured Asset Mortgage Investments Inc), Assignment, Assumption and Recognition Agreement (Thornburg Mortgage Securities Trust 2003 5)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2001-21A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Lehman Brothers Bank, FSB as purchaser under the obligations) as the Purchaser to enforce Servicing Agreement xx xxxorce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless the term "Purchaser" as used in the Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article X of the Purchase Agreement (as modified by this Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Lehman Brothers Bank, FSB under the Purchase Agreement and, Servicing Agreement; and in connection connexxxxx with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 2 contracts
Samples: Servicing Agreement (Structured Asset Sec Mort Pass THR Cert Series 2001-21a), Servicing Agreement (Structured Asset Sec Mort Pass THR Cert Series 2001-21a)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust FundFund created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller, as owner, under the Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the term “Initial PurchaserOwner” or the “Purchaser” as used in the Purchase Servicing Agreement in connection with any rights of the Owner shall be deemed to refer to the Trust Fund or, as the context requires, the Master Servicer (including acting in its capacity as agent for the Trust Fund, except with respect to the Servicer’s indemnification of the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); providedFund, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes as otherwise specified in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementExhibit A hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement and the provisions of the Servicing Agreement to the extent unmodified or unamended herein upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article 6 of the Purchase Servicing Agreement (such Article 6 and Article 7 of the Servicing Agreement remaining unmodified except for the right to terminate with respect to the Serviced Mortgage Loans being vested in the Master Servicer pursuant to this Agreement and as modified by this Agreementexpressly described in Exhibit A hereto). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, and the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 2 contracts
Samples: Servicing Agreement (Lehman Mortgage Trust 2007-3), Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-7)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the trust fund created pursuant to the Pooling Agreement (the “Trust Fund”), shall have the same rights (but not as DLJMC under the obligations) as the Purchaser Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the term “Purchaser” as used in the Purchase Servicing Agreement in connection with any rights of the Purchaser shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf or, as the context requires, the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available acting in its capacity as agent for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 8.01 of the Purchase Agreement (as modified by this Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser DLJMC under the Purchase Servicing Agreement and, and in connection with the performance of the Master Servicer’s duties hereunder, the . The parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling Agreement. For purposes of clarification, all of DLJMC’s obligations under the Servicing Agreement will continue in full force and effect, including but not limited to the termination fees, costs and expenses to which the Servicer is entitled in connection with a termination without cause as set forth in Section 9.02 of the Servicing Agreement.
Appears in 2 contracts
Samples: Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1), Servicing Agreement (CSMC Trust 2007-4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-10 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-10)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2004-22 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Brothers Bank under the obligations) as the Purchaser Master Interim Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Master Interim Servicing Agreement and unless the term "Purchaser" as used in the Master Interim Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article XI of the Purchase Agreement (as modified by this Master Interim Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Brothers Bank under the Purchase Master Interim Servicing Agreement and, and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Amortizing Residential Collateral ("ARC") Trust Fund, 2002-BC1 (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Bank under the obligations) as the Purchaser Subprime SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement Subprime SWSA and unless the term "Purchaser" as used in the Subprime SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to A hereto and the “Initial Purchaser” or the “Purchaser” term "Company" in the Purchase Agreement Subprime SWSA shall be deemed to refer to synonymous with the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreementterm "Servicer" used herein. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement Servicer to perform any of its obligations under this Agreement, as provided in Article X of the Subprime SWSA (as modified amended by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Bank under the Purchase Agreement Subprime SWSA; and, in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-5 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-5)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-12N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-12n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Xxxxxx XS Trust 2006-9 (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Brothers Bank, FSB under the obligations) as the Purchaser Flow Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Flow Agreement and unless the term “Purchaser” as used in the Flow Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article XI of the Purchase Agreement (as modified by this Flow Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Brothers Bank, FSB under the Purchase Flow Agreement and, and in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee Bond Issuer and the Trust FundBond Trustee pursuant to the Master Servicing Agreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital and AmREIT agree to transfer the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate without cause, upon thirty days written notice to the Purchase Agreement andServicer, in connection with and each successor servicer shall succeed to the performance rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans (other than the Additional Mortgage Loans) and AmREIT is the sole owner of the servicing rights relating to Additional Mortgage Loans, and that the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (American Residential Eagle Inc)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SAIL 2006-3 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Sail 2006-3)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-10H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the Sale and Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Sale and Servicing Agreement and unless the term "Initial Owner" or "Owner" as used in the Sale and Servicing Agreement in connection with any rights of the Initial Owner or Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Sale and Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Sale and Servicing Agreement and, and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mor Pass Thru Cer Ser 2002-10h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-16N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-16n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2005-WF2 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the 2005-M04 SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement 0000-X00 XXXX and unless the term “Purchaser” as used in the 2005-M04 SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article X (Default) of the 0000-X00 XXXX. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement 0000-X00 XXXX; and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LMT 2006-4 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement SWSA, and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (LMT 2006-4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SAIL 2004-10 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the 2004-M04 SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement 0000-X00 XXXX and unless the term “Purchaser” as used in the 2004-M04 SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article X (Default) of the 0000-X00 XXXX. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement 0000-X00 XXXX; and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Investment Loan Trust 2004-10)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust FundFund created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller, as owner, under the Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless the term "Owner" as used in the Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement and the provisions of the Servicing Agreement to the extent unmodified or unamended herein upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article 6 of the Purchase Servicing Agreement (such Article 6 and Article 7 remaining unmodified except for the right to terminate with respect to the Serviced Mortgage Loans being vested in the Master Servicer pursuant to this Agreement and as modified by this Agreementexpressly described in Exhibit A hereto). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, and the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-4 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Reconstituted Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-15N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-15n)
Master Servicing; Termination of Servicer. XxxxxxCMC, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x CMC’s obligation to service the Subserviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx CMC under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaserinitial Owner” or the “PurchaserOwner” in the Purchase Servicing Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx CMC shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant Fund, except as they may pertain to the Pooling representations and warranties of the Servicing AgreementRights Purchase Agreement executed January 15, 2006 between the Owner and the Servicer (which shall remain the obligations of the GCFP). The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx CMC under this Agreement upon the occurrence of an Event of Default under Section 15.01 9.01 of the Purchase Servicing Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-10N Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the applicable SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement applicable SWSA and unless the term "Purchaser" as used in each SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of either SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Purchase Agreement Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (as modified by ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, either SWSA and in connection with the performance of the Master Servicer’s 's duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-10n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any ---------------- successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master The Servicer shall be obligated to enforce Xxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to hereby acknowledges that the Master Servicer (including has been appointed as the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation master servicer of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund Specified Mortgage Loans pursuant to the Pooling and Servicing AgreementAgreement and, therefore, has the right to enforce all obligations of the Servicer under the Servicing Agreements. The Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreements, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreements, the right to examine the books and records of the Servicer, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by Xxxxxxxxx. Further, all assessments, reports and certifications required to be delivered by the Servicer under this Agreement and the Servicing Agreements shall include the Master Servicer as an addressee, and the Master Servicer shall be entitled to terminate the rights rely on all such assessments, reports and obligations of Xxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 of the Purchase Agreement (as modified by this Agreement)certifications. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Servicing Agreements. The Trustee, acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Additional Collateral Agreement and, to enforce the obligations of the Servicer under the Additional Collateral Agreement and the term “Purchaser” as used in the Additional Collateral Agreement in connection with the performance any rights of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer Purchaser shall be entitled to all the rights, protections and limitations of liability afforded refer to the Master Servicer under Trustee, acting on behalf of the Pooling and Trust. Notwithstanding anything to the contrary herein, Xxxxxxxxx shall retain all rights to indemnification set forth in the Servicing AgreementAgreements.
Appears in 1 contract
Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Thornburg Mortgage Securities Trust 2006-1)
Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and Trustee, which is acting on behalf of the Trust FundTrust, the owner of the Mortgage Loans, shall have the same rights (but not the obligations) as the Purchaser under the Sale and Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling Sale and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Default, as provided in Section 15.01 12.01 of the Purchase Agreement (as modified by this Sale and Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Sale and Servicing Agreement; it being understood that the Trust shall remain primarily liable for all obligations of “Purchaser” pursuant to the Sale and Servicing Agreement and, in connection with and this Agreement. The parties to the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto Trust Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling Trust Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, to perform the obligations of the Purchaser with respect to the Sale and Servicing Agreement and this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-12 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Reconstituted Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-12)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-9 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-9)
Master Servicing; Termination of Servicer. XxxxxxDxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x Dxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx Dxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx Dxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx Dxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 14.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxDxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x Dxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx Dxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx Dxxxxx shall be satisfied solely from funds available for such purposes purpose in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx Dxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 14.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee or the Trust Fund be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-7 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-7)
Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 14.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Reconstitution Agreement (Harbor View Mortgage Loan Trust 2005-14)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-5 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-5)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust FundFund created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller, as owner, under the Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless the term "Owner" as used in the Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement and the provisions of the Servicing Agreement to the extent unmodified or unamended herein upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article 6 of the Purchase Servicing Agreement (such Article 6 and Article 7 of the Servicing Agreement remaining unmodified except for the right to terminate with respect to the Serviced Mortgage Loans being vested in the Master Servicer pursuant to this Agreement and as modified by this Agreementexpressly described in Exhibit A hereto). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, and the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any ------------------------------------------ successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement Flow Servicing Agreement. In addition, all of the representations, warranties, covenants, agreements and unless otherwise specified in Exhibit One to this Agreement, references indemnities made by the Servicer (or by any successor servicer) to the “Initial Purchaser” or "Owner" under the “Purchaser” in the Purchase Flow Servicing Agreement shall be are hereby deemed to refer made to the Master Servicer (including the Trustee and the Trust Fund on whose behalf as if the Master Servicer is acting)were the "Owner" and all such representations, warranties, covenants, agreements and indemnities shall inure to the benefit of the Master Servicer; provided, however, that notwithstanding the foregoing, the Master Servicer shall have (i) no right or interest in the "Reconstituted Termination Fee" referred to in Section 7.06 of the Flow Servicing or the "Additional Remittance" referred to in Section 7.07 of the Flow Servicing Agreement and (ii) no right to terminate the Servicer, except as expressly set forth herein. Nothing contained herein is intended to result in the creation or assumption by the Master Servicer of any obligation of the Purchaser to pay "Owner" or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in any Person under the Custodial Account Flow Servicing Agreement or the Trust Fund pursuant to the Pooling and Servicing Agreementany other agreement or instrument relating thereto except as specifically set forth herein. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsReconstituted Servicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-4H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Lehman Capital, as owner, under the obligations) as the Purchaser Master Servicing Agreement to enforce exxxxxx the obligations of Xxxxxx the Servicer under the Purchase Master Servicing Agreement and unless the term "Owner" as used in the Master Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Master Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Lehman Capital under the Purchase Agreement and, Master Servicing Agreement; and in connection with connectxxx xxth the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-3 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-3)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-9 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Servicer and Countrywide) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-9)
Master Servicing; Termination of Servicer. XxxxxxCMC, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x CMC’s obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx CMC under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial PurchaserOwner” or the “PurchaserOwner” in the Purchase Servicing Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx CMC shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx CMC under this Agreement upon the occurrence of an Event of Default under Section 15.01 9.01 of the Purchase Servicing Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxGMAC, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x GMAC’s obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee Trustee, the Trust Administrator and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx GMAC under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaserinitial Owner” or the “PurchaserOwner” in the Purchase Servicing Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx GMAC shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx GMAC under this Agreement upon the occurrence of an Event of Default under Section 15.01 9.01 of the Purchase Servicing Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer Servicer, the Trust Administrator or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Reconstitution Agreement (Soundview Home Loan Trust 2007-1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LMT 2006-3 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement SWSA, and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Lehman Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Servxxxx Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Lehman Capital, in connection with without cause, upon thirty days written notice to thx Xxxxicer, and each successor servicer shall succeed to the performance rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Lehman Capital is the sole owner of the servicing rights relatinx xx xhe Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2006-BC5 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2006-Bc5)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2004-18 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Brothers Bank under the obligations) as the Purchaser Master Interim Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Master Interim Servicing Agreement and unless the term "Purchaser" as used in the Master Interim Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article XI of the Purchase Agreement (as modified by this Master Interim Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Brothers Bank under the Purchase Master Interim Servicing Agreement and, and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-11 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-11)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2001-16H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Bank, as purchaser, under the Sale and Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Sale and Servicing Agreement and unless the term "Purchaser" as used in the Sale and Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Subsection 13.01 of the Purchase Agreement (as modified by this Sale and Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Bank under the Purchase Sale and Servicing Agreement and, and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 01 16h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2004-S2 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the content requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article X (Default) of the Purchase Agreement (as modified by this Agreement)SWSA. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement SWSA, and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates 2004-S2)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-10H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Lehman Capital, as owner, under the obligations) as the Purchaser Master Servicing Agreement to enforce enxxxxx the obligations of Xxxxxx the Servicer under the Purchase Master Servicing Agreement and unless the term "Owner" as used in the Master Servicing Agreement in connection with any rights of the Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article IX of the Purchase Agreement (as modified by this Master Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Lehman Capital under the Purchase Agreement and, Master Servicing Agreement; and in connection with connectixx xxxh the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mor Pass Thru Cer Ser 2002-10h)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this AgreementAssignment. The Master Servicer, acting on behalf of the Trustee and Assignee, the Trust Fundowner of the Mortgage Loans, shall have the same rights (but not the obligations) as the Purchaser under the Purchase Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the term “Purchaser” as used in the Purchase Agreement in connection with any rights of the Purchaser shall refer to the Master Servicer, acting on behalf of the Assignee, except as otherwise specified in Exhibits A and B, hereto, and provided that any reference in the Purchase Agreement to “the Purchaser’s expense” (or words to like effect) shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation be expenses of the Purchaser Assignee and, if it relates to pay or reimburse Xxxxxx reimbursement of expenses incurred by the Servicer shall be satisfied solely recoverable by the Servicer from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementCollection Account. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement Assignment upon the occurrence of an Event of Default under Default, as provided in Section 15.01 10.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement andor the Additional Collateral Agreement. The Indenture Trustee, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Additional Collateral Agreement to enforce the obligations of the Servicer under the Additional Collateral Agreement and the term “Purchaser” as used in the Additional Collateral Agreement in connection with the performance any rights of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer Purchaser shall be entitled to all the rights, protections and limitations of liability afforded refer to the Master Servicer under Indenture Trustee, acting on behalf of the Pooling and Servicing AgreementAssignee.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-4N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 1999-Bc1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-1 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-18N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-18n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-10N Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Capital under the obligations) as the Purchaser FISA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement FISA as to the Mortgage Loans, and unless the term "Purchaser" as used in the FISA in connection with any rights of the Purchaser as to the Mortgage Loans shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article XI of the Purchase Agreement (as modified by this Agreement)FISA. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Capital under the Purchase Agreement and, FISA and in connection with the performance of the Master Servicer’s 's duties hereunder, hereunder the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-10n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-18N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the applicable SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement applicable SWSA and unless the term “Purchaser” as used in each SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of either SWSA, as applicable. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Purchase Agreement Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (as modified by ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, applicable SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-18n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2000-3 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Xxxxxx Capital, as purchaser, under the obligations) as the Purchaser Flow Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Flow Agreement and unless the term "Purchaser" as used in the Flow Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article XI of the Purchase Agreement (as modified by this Flow Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Xxxxxx Capital under the Purchase Flow Agreement and, and in connection with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp Mort Pas THR Cert Se 2000 3)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-16N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the applicable SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement applicable SWSA and unless the term “Purchaser” as used in each SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of either SWSA, as applicable. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Purchase Agreement Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (as modified by ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, applicable SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-16n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including ----------------------------------------- any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgaged Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. XxxxxxXxxxx Fargo, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x Xxxxx Fargo’s obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee Trustee, the Trust Administrator and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser Owner to enforce the obligations of Xxxxxx Xxxxx Fargo under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaserinitial Owner” or the “PurchaserOwner” in the Purchase Servicing Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser Owner to pay or reimburse Xxxxxx Xxxxx Fargo shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx Xxxxx Fargo under this Agreement upon the occurrence of an Event of Default under Section 15.01 10.01 of the Purchase Servicing Agreement (as modified by this Agreement). .] Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Owner under the Purchase Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Reconstitution Agreement (Soundview Home Loan Trust 2007-1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-2N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except Countrywide and the Servicer) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-2n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-18A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Lehman Brothers Bank, FSB as purchaser under the obligations) as the Purchaser to Servicing Agreemexx xx enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless the term "Purchaser" as used in the Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article X of the Purchase Agreement (as modified by this Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Lehman Brothers Bank, FSB under the Purchase Agreement and, Servicing Agreement; and in connection coxxxxxxon with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-18a)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2007-2 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-2)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2006-12N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the Sale and Servicing Agreement to enforce the obligations of Xxxxxx the Servicer under the Purchase Sale and Servicing Agreement and unless the term “Initial Owner” or “Owner” as used in the Sale and Servicing Agreement in connection with any rights of the Initial Owner or Owner shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 9.01 of the Purchase Agreement (as modified by this Sale and Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Sale and Servicing Agreement and, and in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2006-12n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2005-WF4 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the 2005-M09 SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement 0000-X00 XXXX and unless the term “Purchaser” as used in the 2005-M09 SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article X (Default) of the 0000-X00 XXXX. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement 0000-X00 XXXX; and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp 2005-Wf4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2002-1A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement, shall have the same rights (but not as Lehman Brothers Bank, FSB as purchaser under the obligations) as the Purchaser to enforce Servicing Agreemenx xx xnforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless the term "Purchaser" as used in the Servicing Agreement in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article X of the Purchase Agreement (as modified by this Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Lehman Brothers Bank, FSB under the Purchase Agreement and, Servicing Agreement; and in connection conxxxxxxn with the performance of the Master Servicer’s 's duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-8 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-8)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2006-BC4 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Sasco 2006-Bc4)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the ARC 2004-1 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the 2004-M04 SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement 0000-X00 XXXX and unless the term “Purchaser” as used in the 2004-M04 SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article X (Default) of the 0000-X00 XXXX. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement 0000-X00 XXXX; and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Amortizing Residential Collateral Trust, Series 2004-1)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LMT 2007-7 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the FPWSA as to the Mortgage Loans to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement FPWSA and unless the term “Purchaser” as used in the FPWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under Section 15.01 as provided in Article X of the Purchase Agreement (as modified by this Agreement)FPWSA. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, FPWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Interim Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Interim Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Sections 6 and 7 of the Interim Servicing Agreement. In addition, in the event that Xxxxxx Capital transfers the servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Servicer under this Agreement shall terminate, at the sole option of Xxxxxx Capital, without cause, upon sixty days written notice to the Servicer, and each successor servicer shall succeed to the rights and obligations of the Servicer under this Agreement as of such date. Upon such termination the terminated Servicer shall not be entitled to the Servicing Fee or any portion thereof, or, except as provided in Section 7 of the Interim Servicing Agreement, to any other amounts in respect of the Serviced Mortgage Loans. Upon prior written notice, the Directing Holder shall have the exclusive right to terminate the rights and obligations of the Servicer under this Agreement without cause and without payment of any termination fee in connection with such termination; provided, that (i) any successor Servicer shall be appointed in the manner provided below and pursuant to Section 11.14 of the Trust Agreement and (ii) a letter is provided to the Trustee from each Rating Agency to the effect that such termination and appointment will not result in the qualification, reduction, or withdrawal of the ratings applicable to the Certificates. Notwithstanding anything herein to the contrarycontrary in the Interim Servicing Agreement, in no event shall as amended and reconstituted pursuant to this Agreement, the Directing Holder shall, within 30 days of the receipt by the Servicer of a copy of any termination notice delivered by the Directing Holder, notify the Trustee and the Master Servicer or the Trustee be required to assume any in writing of the obligations Directing Holder's nominee as successor Servicer in accordance with Section 11.14 of the Purchaser under the Purchase Agreement andTrust Agreement, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that which nominee shall be appointed as Servicer by the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to unless the Master Servicer under reasonably objects to such nominee within 10 days following receipt of such notice. If the Pooling and Master Servicer objects to such nominee, then the Master Servicer shall, within such 10-day period, appoint a successor Servicer, which successor shall be reasonably acceptable to the Directing Holder. In addition to any other requirements or qualifications set forth herein, any successor Servicer shall be a member in good standing of the MERS system. The Servicer agrees that, notwithstanding anything to the contrary in the Interim Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Sec Corp Mort Pass THR Cer Se 1999-Bc2)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Lxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Lxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Lxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-7N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-7n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the LXS 2007-15N Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Bank under the FPWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement FPWSA and unless the term “Purchaser” as used in the FPWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 28(a) of the Purchase Agreement (as modified by this Agreement)FPWSA. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Bank under the Purchase Agreement and, FPWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Lehman XS Trust Series 2007-15n)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SAIL 2004-9 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the 2004-M04 SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement 0000-X00 XXXX and unless the term “Purchaser” as used in the 2004-M04 SWSA in connection with any rights of the Purchaser shall refer to the Master Servicer, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate terminate, and at the direction of the NIMS Insurer shall terminate, the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article X (Default) of the 0000-X00 XXXX. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement 0000-X00 XXXX; and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Investment Loan Trust 2004-9)
Master Servicing; Termination of Servicer. Xxxxxx, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of Xxxxxx under the Purchase Agreement and unless otherwise specified in Exhibit One A to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx under this Agreement upon the occurrence of an Event of Default under Section 15.01 14.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Reconstitution Agreement (Harbor View Mortgage Loan Trust 2005-14)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Servicer and the Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser right to enforce the obligations of Xxxxxx the Servicer under the Purchase Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the term “Purchaser” as used in the Purchase Servicing Agreement in connection with any rights and obligations of the Purchaser shall be deemed to refer to the Master Servicer (including the Trustee Trust Fund, which rights and obligations the Trust Fund on whose behalf hereby assumes, or, as the context requires, the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available acting in its capacity as agent for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementFund. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 14.01 of the Purchase Agreement Amended Servicing Agreement. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, DLJMC, CSFBMSC, the Trustee and the Trust Fund against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer or DLJMC which were taken or omitted upon the instruction or direction of the Master Servicer or DLJMC or (ii) the failure of the Trust Fund, DLJMC or the Master Servicer acting in its capacity as modified by this agent for the Trust Fund to perform the obligations of the “Purchaser” under the Amended Servicing Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser DLJMC under the Purchase Amended Servicing Agreement and, and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories hereto (except for the Servicer) agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Agreement. For purposes of clarification, all of DLJMC’s obligations under the Amended Servicing Agreement, including any indemnification obligations under the Amended Servicing Agreement, are hereby retained by DLJMC and will continue in full force and effect.
Appears in 1 contract
Samples: Servicing Agreement (CSMC Mortgage-Backed Trust Series 2006-5)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM 2006-7 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Sevicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-7)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO 2006-BC3 Trust Fund (the “Trust Fund”) created pursuant to the Trust Agreement, shall have the same rights (but not the obligations) as the Purchaser Seller under the SWSA to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement SWSA and unless the term “Purchaser” as used in the SWSA in connection with any rights of the Purchaser shall refer to the Trust Fund or, as the context requires, the Master Servicer acting in its capacity as agent for the Trust Fund, except as otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing AgreementA hereto. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence failure of the Servicer to perform any of its obligations under this Agreement, which failure results in an Event of Default under as provided in Section 15.01 10.01 of the Purchase Agreement SWSA. Notwithstanding the foregoing, it is understood that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trust Fund, or the Trustee against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (as modified by i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer, the Trust Fund, or the Trustee, or (ii) the failure of the Master Servicer, the Trust Fund, or the Trustee to perform their obligations under this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser Seller under the Purchase Agreement and, SWSA and in connection with the performance of the Master Servicer’s duties hereunder, hereunder the parties and other signatories (except the Company) hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Trust Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Sasco 2006-Bc3)
Master Servicing; Termination of Servicer. XxxxxxThe Servicer, including ----------------------------------------- any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce Xxxxxx’x obligation to service ensure that the Servicer services the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and pursuant to the Trust FundAgreement, shall have the same rights (but not the obligations) as the Purchaser "Owner" (as defined in the Flow Servicing Agreement) to enforce the obligations of Xxxxxx the Servicer under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Flow Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of Xxxxxx the Servicer under this Agreement upon the occurrence of an Event of Default under Section 15.01 failure of the Purchase Agreement (as modified by Servicer to perform any of its obligations under this Agreement), as provided in Article IX of the Flow Servicing Agreement. Notwithstanding anything herein to the contraryIn addition, in no the event shall that Xxxxxx Capital transfers the Master Servicer or the Trustee be required to assume any servicing rights in respect of the Serviced Mortgage Loans to one or more successor servicers, the rights and obligations of the Purchaser Servicer under this Agreement shall terminate, at the Purchase Agreement andsole option of Xxxxxx Capital, in connection with without cause, upon thirty days written notice to the performance Servicer, and each successor servicer shall succeed to the rights and obligations of the Master Servicer’s duties hereunder, Servicer under this Agreement as of such date. Upon such termination the parties and other signatories hereto agree that the Master terminated Servicer shall not be entitled to all the rightsServicing Fee or any portion thereof, protections and limitations or, except as provided in the Flow Servicing Agreement, to any other amounts in respect of liability afforded the Serviced Mortgage Loans. The Servicer agrees that, notwithstanding anything to the Master Servicer under contrary in the Pooling and Flow Servicing Agreement, Xxxxxx Capital is the sole owner of the servicing rights relating to the Serviced Mortgaged Loans, and the Servicer shall have no right to transfer the servicing thereof.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp/Ny)