The Master Servicer and the Sub Clause Samples

This clause defines the roles and responsibilities of the Master Servicer and any Sub-servicers involved in the administration of a financial or servicing agreement. It typically outlines how the Master Servicer may delegate certain duties to a Sub-servicer, the standards that must be met, and the oversight or approval required for such delegation. For example, the Master Servicer might be responsible for overall loan management but can appoint a Sub-servicer to handle day-to-day collections, provided the Sub-servicer meets specified qualifications. The core function of this clause is to clarify the chain of responsibility and ensure that all servicing obligations are properly managed, even when tasks are delegated, thereby reducing ambiguity and maintaining accountability.
The Master Servicer and the Sub. Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) from and against any and all liability, claim, loss, out-of-pocket cost (including reasonable attorneys' fees), penalty, expense or damage of the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) resulting from (1) any breach by the indemnitor of a representation or warranty made by it herein or (ii) any willful misfeasance, bad faith or negligence by the indemnitor in the performance of its obligations or duties hereunder or by reason of reckless disregard of such obligations and duties. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to the liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This Section 3.06 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or the Sub-Servicer.
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Related to The Master Servicer and the Sub

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..................................................

  • THE DEPOSITOR AND THE SERVICER Section 7.01 Respective Liabilities of the Depositor and the Servicer... Section 7.02 Merger or Consolidation of the Depositor or the Servicer... Section 7.03 Limitation on Liability of the Depositor, the Servicer and Others.................................................. Section 7.04 Depositor and Servicer Not to Resign.........................

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and

  • THE DEPOSITOR AND THE MASTER SERVICER Respective Liabilities of the Depositor and the Master Servicer.......................VI-1 SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer.......................VI-1 SECTION 6.03. Limitation on Liability of the Depositor, the Sellers, the Master Servicer and Others................................................................................VI-1 SECTION 6.04. Limitation on Resignation of Master Servicer..........................................VI-2 ARTICLE VII DEFAULT