Common use of Limitation on Liability of the Master Servicer and Others Clause in Contracts

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 2 contracts

Sources: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc), Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 108 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 108 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMs Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMs Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, the NIMs Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor, the NIMs Insurer and/or Certificateholder in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Option One Mort Ln Trust Asset Back Certs Ser 2001-3), Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-2)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, ; provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderthereof. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer thereof shall be indemnified by the 1996-RHS4 LLC Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action Proceeding relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard thereof and shall be entitled to reimbursement therefor pursuant to Section 3.05(a)(xiii) of its obligations and duties hereunderthe Indenture. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCIssuer, and the Master Servicer shall be entitled to be reimbursed thereforreimbursement therefor pursuant to Section 3.05(a)(xiii) of the Indenture. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with Article VII in respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Irwin Whole Loan Home Equity Trust 2004 A), Sale and Servicing Agreement (Irwin Whole Loan Home Equity Trust 2005-A)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesNotes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersNoteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 2 contracts

Sources: Servicing Agreement (Impac Secured Assets CMN Trust Series 1998-1), Servicing Agreement (Imh Assets Corp)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), 5.06(b) other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 2 contracts

Sources: Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2003-9f), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2003-2f)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), 5.06(b) other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 2 contracts

Sources: Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2002 9f), Servicing Agreement (Imh Assets Corp Impac CMB Trust Series 2002 9f)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of the Certificate Insurer prior to an Insurer Default or without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights after an Insurer Default, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Opt One Mort Accept Corp Loan Tr Asset Bk Cert Ser 1999-2)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision -------- ------- shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed ----- ----- and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, -------- however, that the Master Servicer may in its sole discretion undertake any such ------- action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (Imh Assets Corp)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 123 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMS Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, the NIMS Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor, the NIMS Insurer and/or Certificateholder in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2002-3)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 112 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2000-2)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Securities Administrator, the Indenture Trustee or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Master Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other Basic Document other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to master service the Revolving Credit Mortgage Loans in accordance with this Master Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Master Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust Estate, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 Sections 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer shall not be liable for any acts or omissions of the Servicer, except as otherwise expressly provided herein.

Appears in 1 contract

Sources: Master Servicing Agreement (American Home Mortgage Investment Trust 2005-3)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, ; provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderthereof. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer thereof shall be indemnified by the 1996-RHS4 LLC Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action Proceeding relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard thereof and shall be entitled to reimbursement therefor pursuant to Section 3.05(a)(xiii) of its obligations and duties hereunderthe Indenture. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders and the Enhancer. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCIssuer, and the Master Servicer shall be entitled to be reimbursed thereforreimbursement therefor pursuant to Section 3.05(a)(xiii) of the Indenture. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with Article VII in respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, or for errors in judgment; provided, however, that this provision -------- ------- shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; provided, further, that this provision shall not be construed to -------- ------- entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie ----- ----- properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).101

Appears in 1 contract

Sources: Pooling and Servicing Agreement (United Panam Financial Corp)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations [NY01B:316703.2] 16069-00394 03/27/97 10:57am 23 and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Subject to the second succeeding sentence, the Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including other than any amount paid loss, liability or expense related to the Owner Trustee any specific __________ Loan or the Indenture Trustee __________ Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to Section 6.06(b), other than this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersHolders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Issuer and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs liabilities or liabilities expenses arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (Beneficial Mortgage Services Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, or for errors in judgment; provided, however, that this provision shall not -------- ------- protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any ----- ----- matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole -------- ------- discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall only be entitled to be reimbursed therefortherefor pursuant to Section 5.01(a)(xi) or (xii). The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 7.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 7.04 or 7.01 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Cwabs Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the IssuerIssuing Entity, the Owner Trustee, the Securities Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Master Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other Basic Document other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to master service the Revolving Credit Mortgage Loans in accordance with this Master Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Master Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust Estate, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 Sections 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer shall not be liable for any acts or omissions of the Servicer, except as otherwise expressly provided herein.

Appears in 1 contract

Sources: Master Servicing Agreement (American Home Mortgage Investment Trust 2007-1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 105 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp Ass Back Cert Ser 2000 4)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or directors, officers, employees or agents of the Seller or the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Securities Administrator, the Indenture Trustee (except as provided in Section 7.03), the Trust Estate or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, or for errors in judgment; provided that this provision shall not protect the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reason reasons of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust Estate and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee Notes or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Master Servicer may may, in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Servicing Agreement, Agreement and the rights and duties of the parties hereto and the interests of the SecurityholdersIndenture Trustee and the Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the 1996-RHS4 LLCTrust Estate, and the Master Servicer shall be entitled to be reimbursed therefortherefor out of the Collection Account as provided by Section 3.08 hereof. The Master Servicer's right to indemnity Servicer shall not be liable for any acts or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination omissions of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any lossesServicer, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)except as otherwise expressly provided herein.

Appears in 1 contract

Sources: Servicing Agreement (Encore Credit Receivables Trust 2005-3)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2000-1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 106 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMs Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMs Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, the NIMs Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor, the NIMs Insurer and/or Certificateholder in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2001-1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesNotes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 Sections 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (American Home Mortgage Investment Trust 2004-2)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the IssuerDepositor, the Owner Trustee, the AdministratorGrantor Trustee, the Indenture Trustee Trusee or the Securityholders Grantor Trust Certificateholder or any Securityholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Depositor and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement Agreement, the Grantor Trust Certificate or the Securities, including any amount paid to the Owner Trustee, the Grantor Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Home Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Issuer and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (Residential Fund Mort Sec Home Loan-BCKD NTS Ser 2004-Hi1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesNotes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 Sections 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (American Home Mortgage Investment Trust 2004-3)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 HS3 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 HS3 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by [NY01:240828.4NY01:227422.4] 16069-00382 12/20/96 12:15am 00369 10/28/96 5:11pm 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 HS3 LLC, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCCompany, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesNotes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersSecurityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCCompany, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Appears in 1 contract

Sources: Servicing Agreement (American Home Mort Securities Home Mortgage Invest Tr 2004-1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the 113 Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMS Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, the NIMS Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor, the NIMS Insurer and/or Certificateholder in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Option One Mort Acc Corp Asset Backed Cert Ser 2001-4)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Securities Administrator or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person person against any liability which that would otherwise be imposed by reason of its willful misfeasancemalfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of for its obligations and duties hereunderunder this Trust Agreement. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties as Master Servicer with respect to service the Revolving Credit Mortgage Loans in accordance with under this Servicing Agreement, Trust Agreement and which that in its opinion may involve it in any expense expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Servicing Agreement, Trust Agreement and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 9.07 and Section 9.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 6.04 the extent that damages or 7.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costs bad faith or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers in this Trust Agreement.

Appears in 1 contract

Sources: Master Servicing and Trust Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-Sea1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLCIssuing Entity, the IssuerDepositor, the Owner Trustee, the Administrator, the Indenture Trustee Securities Administrator or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person person against any liability which that would otherwise be imposed by reason of its willful misfeasancemalfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of for its obligations and duties hereunderunder this Trust Agreement. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties as Master Servicer with respect to service the Revolving Credit Mortgage Loans in accordance with under this Servicing Agreement, Trust Agreement and which that in its opinion may involve it in any expense expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Servicing Agreement, Trust Agreement and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 6.04 the extent that damages or 7.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costs bad faith or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers.

Appears in 1 contract

Sources: Trust Agreement (Gs Mortgage Securities Corp)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Administrator, the Indenture Trustee Trust or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Servicing Agreement, providedor for errors in judgment; PROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder of the Master Servicer or by reason of its reckless disregard of failure to perform its obligations and duties hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima PRIMA facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b)Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of failure to perform its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of the Certificate Insurer prior to an Certificate Insurer Default or without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights after an Certificate Insurer Default, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, Trust and the Master Servicer shall be entitled to be reimbursed therefortherefor only pursuant to Sections 4.01(a)(A)(x) and 4.01(a)(B)(x). The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall be subject to the payment priority described in Section 4.01(a) and shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Servicer hereunder and in no other capacities.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Asset Backed Funding Corp)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the AdministratorDepositor, the Indenture Trustee Securities Administrator or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person person against any liability which that would otherwise be imposed by reason of its willful misfeasancemalfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of for its obligations and duties hereunderunder this Trust Agreement. The Master Servicer ▇▇▇▇▇▇▇▇ and any director or officer or director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties as Master Servicer with respect to service the Revolving Credit Mortgage Loans in accordance with under this Servicing Agreement, Trust Agreement and which that in its opinion may involve it in any expense expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Servicing Agreement, Trust Agreement and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 6.04 the extent that damages or 7.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costs bad faith or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers under this Trust Agreement.

Appears in 1 contract

Sources: Master Servicing and Trust Agreement (GSR Mortgage Loan Trust 2005-Ar1)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the AdministratorIndenture Trustee, the Indenture Trustee Note Insurer or the Securityholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the SecuritiesNotes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b5.06(b), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Revolving Credit Mortgage Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the SecurityholdersNoteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLCIssuer, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 5.04 or 7.01 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Master Servicer from the Issuer pursuant to this Section 5.03 shall be payable in the priority set forth in Section 3.05(a)(ix) of the Indenture.

Appears in 1 contract

Sources: Servicing Agreement (Pacificamerica Money Center Inc)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors or officers or directors, officers, employees or agents of the Master Servicer shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the AdministratorDepositor, the Indenture Trustee Securities Administrator or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person person against any liability which that would otherwise be imposed by reason of its willful misfeasancemalfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of for its obligations and duties hereunderunder this Trust Agreement. The Master Servicer and any director or officer or director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties [NY01:240828.4] 16069-00382 12/20/96 12:15am 22 hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties as Master Servicer with respect to service the Revolving Credit Mortgage Loans in accordance with under this Servicing Agreement, Trust Agreement and which that in its opinion may involve it in any expense expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Servicing Agreement, Trust Agreement and the rights and duties of the parties hereto and the interests of the SecurityholdersCertificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the 1996-RHS4 LLCTrust, and the Master Servicer shall be entitled to be reimbursed therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of the Servicer except to Section 6.04 the extent that damages or 7.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costs bad faith or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicer under this Trust Agreement.

Appears in 1 contract

Sources: Master Servicing and Trust Agreement (STARM Mortgage Loan Trust 2007-4)