Common use of Servicing Responsibilities Clause in Contracts

Servicing Responsibilities. Borrower represents that in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreement.

Servicing Responsibilities. Borrower Servicer represents that to the Participants that, in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this AgreementAgreement to be performed by Servicer, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required that Servicer exercises with respect to the administration and servicing of a trusteeloans for Servicer’s own account. Borrower or Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, as applicable, shall have no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Servicer shall be mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to protect perfect title in LenderBuyer, LenderBuyer’s successors, or Lender’s successors and assignees, as the case may be, as to the ownership of the Pledged Mortgage respective Participation Interests in the Loans pledged as Collateral sold under this Agreement and for preserving all rights (including without limitation, the amount and priority of any lien) in said Pledged Mortgage Loans and administering administrating them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and prudent mortgage practicesinterest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. Borrower PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMINISTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all licenses necessary to fulfill its obligations pursuant to this Agreement. Servicer shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession expense, obtain and keep in regards to such Mortgage Loansforce a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, includingDisappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance each in an amount of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreementnot less than $1,000,000 per occurrence.

Servicing Responsibilities. Borrower Servicer represents that to the Participants that, in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this AgreementAgreement to be performed by Servicer, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required that Servicer exercises with respect to the administration and servicing of a trusteeloans for Servicer’s own account. Borrower or Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, as applicable, shall have no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Seller shall be mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to protect perfect title in LenderBuyer, LenderBuyer’s successors, or Lender’s successors and assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral respective Participation Interests in the loans sold under this Agreement and for preserving all rights (including without limitation, the amount and priority of any lien) in said Pledged Mortgage Loans loans and administering administrating them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and prudent mortgage practicesinterest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. Borrower PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMININSTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all licenses necessary to fulfill its obligations pursuant to this Agreement. Servicer shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession expense, obtain and keep in regards to such Mortgage Loansforce a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, includingDisappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance each in an amount of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreementnot less than $1,000,000 per occurrence.