By Servicer Sample Clauses

By Servicer. Servicer represents and warrants to Owner as follows:
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By Servicer. From the Closing Date until the Conversion Date, Servicer shall comply in all material respects with all federal and state laws and regulations applicable to Servicer give notice to Services of any applicable change in law or regulations and shall provide Servicer, at Bank's expense, with training in respect of compliance with such laws and regulations.
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By Servicer. Servicer shall use reasonable care and due diligence in performing its obligations hereunder and all services rendered shall be done with reasonable dispatch and in conformity with all applicable laws and regulations. Servicer shall notify Company immediately of any notice received of any alleged violation thereof and shall promptly correct any such violation, regardless of its cause. Servicer agrees to indemnify Company, its officers, agents and employees, and hold them harmless from any and all liability, loss, damage, costs and expenses, including any extra-contractual damages, as they or any of them from time to time incur resulting from claims, demands, disputes, investigations, proceedings, actions, litigation, or judgments resulting directly or indirectly from Servicer's breach of this Agreement or the negligence, willful misconduct or fraudulent acts of Servicer or any of its officers, agents or employees. In no event, however, shall Servicer indemnify Company or hold it harmless as hereinbefore specified for the amount of the policy benefits which may be found to be owed by Company, nor shall Servicer be responsible if the liability, loss or damages, costs and expenses arise due to any negligence or willful misconduct or fraudulent acts of Company, its officers, agents (excluding Servicer and its subagents) or employees, or to the extent Servicer follows and complies with Company's claims handling procedures, manuals, guidelines and instructions in accordance with the terms of this Agreement. Servicer shall pay all reasonable attorney's fees in connection with the defense of any such indemnifiable action should it arise; provided, however, that Company shall have the right to decide whether such action shall be compromised or defended to its final outcome and Company shall direct such compromise or defense. If any claim payment is made hereunder to an ineligible person by Servicer, or if it is determined that more or less than the correct amount has been paid by Servicer, Servicer then will attempt to recover or adjust such payment, but is not required to initiate court proceedings to effect any such adjustment. If Servicer is unsuccessful in making such adjustments, it shall so notify Company in order that Company may take such appropriate action as may be available.
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By Servicer. Servicer shall indemnify and hold harmless Bank and its Affiliates and their respective officers, directors and employees, from and against, any and all liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") incurred by reason of: (i) the inaccuracy of any representation prior to, or the breach of any warranty of Servicer contained in this Agreement occurring earlier than, one (1) year from the Conversion Date; or (ii) the failure to perform any covenant of Servicer hereunder, including the covenant to materially perform any Services in accordance with the terms of this Agreement.
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By Servicer. Servicer shall defend, indemnify and hold harmless Buyer and its Affiliates and their respective officers, directors and employees ("Buyer Indemnified Parties"), from and against, any and all out-of-pocket liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Servicer contained in this Agreement; or (ii) the failure by Servicer to perform any of its covenants hereunder, including the covenant to perform any Services in accordance with the terms of this Agreement, or (iii) the gross negligence or willful misconduct of Servicer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Buyer Indemnified Party which results from the Servicer's, or parties with whom the Servicer has separately contracted, willful acts. By Buyer. Buyer shall defend, indemnify and hold harmless Servicer and its Affiliates and their respective officers, directors, employees, subcontractors ("Servicer Indemnified Parties") and permitted assigns, from and against, any and all Losses directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Buyer contained in this Agreement; or (ii) the failure by Buyer to perform any of its covenants hereunder; or (iii) the gross negligence or willful misconduct of Buyer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Servicer Indemnified Party which results from the Buyer's, or parties with whom the Buyer has separately contracted, willful acts. Indemnification Procedures. Except as otherwise expressly provided herein, the procedures to be followed as to notice of claims, selection of counsel, settlement of claims and subrogation with respect to the indemnifications set forth in Sections 7.01(a) and 7.01(b) shall be the same as the provisions set forth in the Purchase Agreement in Article 7 thereof, which provisions shall be incorporated herein in their entirety and shall be subject to the survival provisions set forth therein. Survival of Indemnification. The provisions of this Article VII shall survive the Conversion Date for a period of one (1) year with respect to all claims. Notwithstanding the foregoing, any claim for indemnification for which notice is given pursuant to Section 7.01(c)...
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Related to By Servicer

  • Subservicer Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer.

  • Master Servicer The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.3 and any other information and statements required to be provided by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Loan monitoring with the actual remittances of the Servicers to the Distribution Account pursuant to the applicable Servicing Agreements. Notwithstanding anything in this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that a Servicer is a party to (a “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under any such Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the applicable Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicers and the Master Servicer with any limited powers of attorney and other documents in form reasonably acceptable to it necessary or appropriate to enable the Servicers and the Master Servicer to service or master service and administer the related Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or any Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or such Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer. The Trustee, the Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodians or the Securities Administrator regarding the related Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, a Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by such Servicer or Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Loan Document or otherwise available at law or equity. The Trustee shall have no responsibility for the willful malfeasance or any wrongful or negligent actions taken by the Master Servicer or any Servicer in respect of any document delivered by the Trustee under this paragraph, and the Trustee shall be indemnified by the Master Servicer or such Servicer, as applicable, for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer.

  • Servicer The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer the Trust's agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.

  • Special Servicer The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 5); such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation. The Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Operating Advisor if (A) the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

  • ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER Section 9.01 Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations.

  • The Master Servicer The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if

  • Successor Servicer Each of Processor and the Trustee agrees that if the Servicer has been terminated or resigns as Servicer, this Agreement shall not thereupon terminate and the successor servicer appointed pursuant to the Sale and Servicing Agreement shall succeed, except as otherwise provided herein, to all rights, benefits, duties and obligations of the Servicer hereunder. Prior to the termination or resignation of the Trustee or the Servicer, the Trustee or the Servicer, respectively, shall provide notice to Processor in accordance with the terms and conditions to which each of the Trustee or the Servicer, respectively, is itself entitled upon termination or resignation.

  • Third Party Servicer The Assuming Institution may perform any of its obligations and/or exercise any of its rights under this Single Family Shared-Loss Agreement through or by one or more Third Party Servicers, who may take actions and make expenditures as if any such Third Party Servicer was the Assuming Institution hereunder (and, for the avoidance of doubt, such expenses incurred by any such Third Party Servicer on behalf of the Assuming Institution shall be included in calculating Losses to the extent such expenses would be included in such calculation if the expenses were incurred by Assuming Institution); provided, however, that the use thereof by the Assuming Institution shall not release the Assuming Institution of any obligation or liability hereunder.

  • ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS Section 3.01 Master Servicing of Mortgage Loans.......................... Section 3.02

  • Monthly Advances by Servicer On the Business Day immediately preceding each Remittance Date, the Servicer shall deposit in the Custodial Account from its own funds or from amounts held for future distribution, or both, an amount equal to all Monthly Payments (in the case of Simple Interest Mortgage Loans, solely the portion of the Monthly Payment attributable to interest) which were due on the Mortgage Loans during the applicable Due Period and which were Delinquent at the close of business on the immediately preceding Determination Date. Any amounts held for future distribution and so used shall be replaced by the Servicer by deposit in the Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than remittances to the Master Servicer required to be made on such Remittance Date. The Servicer shall keep appropriate records of such amounts and will provide such records to the Master Servicer and the NIMS Insurer upon request. No provision in this Agreement shall be construed as limiting the Servicer’s right to (i) pass through late collections on the related Mortgage Loans in lieu of making Monthly Advances or (ii) reimburse itself for such Monthly Advances from late collections on the related Mortgage Loans. The Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the Remittance Date for the distribution of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loan unless the Servicer deems such Monthly Advance to be non-recoverable, as evidenced by an Officer’s Certificate of the Servicer delivered to the Master Servicer.

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