Servicing Responsibilities Clause Samples

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 ▇▇▇▇▇ 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. The Administrator will disburse all PACE Charge payments received from the City with respect to each Loan in accordance with the express terms and provisions of the Collection Agreement, the Master Transfer and Remittance Agreement, this Agreement and the Administration Agreement, but will have no obligations with respect to the collection of delinquent payments with respect to any Loan or any other servicing or special servicing duties under this Agreement.

Servicing Responsibilities. With respect to each Pool, the Administrator shall service or supervise servicing of the related Mortgages in a manner consistent with prudent servicing standards and in substantially the same manner as the Administrator services or supervises the servicing of unsold mortgages of the same type in its portfolio. In performing its servicing responsibilities hereunder, the Administrator may engage servicers, subservicers and other independent contractors or agents. The Administrator may discharge its responsibility to supervise servicing of the Mortgages by monitoring

Servicing Responsibilities. (a) The Parties agree to, in good faith, jointly develop and implement joint operating agreements that address the operating policies and procedures applicable to the Program (the "Operating Procedures"), provided, however, that in order to ensure full compliance with Applicable Law, Bank shall have a right of final approval with respect to the Operating Procedures. The Parties shall cooperate to review, update and modify the Operating Procedures on an ongoing basis as appropriate. The Parties agree that they shall continue to use such Operating Procedures in substantially the same form throughout the Term unless changes are otherwise agreed in writing by the Parties or are required by Applicable Law as determined by Bank in its reasonable discretion. (b) Bank shall be responsible for monitoring and updating the Operating Procedures to comply with changes in Applicable Law that relate to Financial Products covered hereunder.

Servicing Responsibilities. With respect to each Pool, the Administrator shall service or supervise servicing of the related Mortgages in a manner consistent with prudent servicing standards and in substantially the same manner as the Administrator services or supervises the servicing of unsold mortgages of the same type in its portfolio. In performing its servicing responsibilities hereunder, the Administrator may engage servicers, subservicers and other independent contractors or agents. The Administrator may discharge its responsibility to supervise servicing of the Mortgages by monitoring servicers’ performance on a reporting and exception basis. Except as provided in Articles V and VI and Sections 7.05 and 7.06 of this Agreement, Freddie Mac, as Administrator shall not be subject t▇ ▇▇▇ ▇ontrol of the Holders in the discharge of its responsibilities pursuant to this Article. Except with regard to its guarantee obligations pursuant to Section 3.09 with respect to a Pool, the Administrator shall have no liability to any related Holder for the Administrator’s actions or omissions in discharging its responsibilities under this Article II other than for any direct damage resulting from its failure to exercise that degree of ordinary care it exercises in the conduct and management of its own affairs. In no event shall the Administrator have any liability for consequential damages. Any servicing or administrative practice adopted, implemented, changed or discontinued by the Administrator, the Trustee, any paying agent or any servicer, subservicer or other independent contractor or agent in order to accommodate servicing or administrative practices or processes (including systems limitations) will be considered to be consistent with this Agreement and expectations of a reasonable investor in mortgage-backed securities if such practice achieves substantial compliance in all material respects with this Agreement.

Servicing Responsibilities. Freddie Mac will service or supervise servicing of the Mortgages in a manner consistent with prudent servicing standards and in substantially the same manner as Freddie Mac services or supervises the servicing of unsold mortgages of the same type in its portfolio. In performing its servicing responsibilities hereunder, Freddie Mac may engage servicers, subservicers and other agents or independent contractors. Freddie Mac may discharge its responsibility to supervise servicing of the Mortgages by monitoring servicers' performance on a reporting and exception basis. Except as provided in Article V of this Agreement, Freddie Mac will not be subject to the control of Holders in the discharge of its responsibilities pursuant to this Article. Except with regard to its guarantee obligations pursuant to Section 3.09, Freddie Mac will have no liability to any Holder for its actions or omissions in discharging its responsibilities under this Article II other than for any direct damage resulting from its failure to exercise that degree of ordinary care it exercises in the conduct and management of its own affairs. Freddie Mac will have no liability for consequential damages.

Servicing Responsibilities. Subject to Accepted Servicing Practices, Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Subject to Section 2.1 and in accordance with Accepted Servicing Practices, in performing its obligations hereunder, Servicer shall comply with the following with respect to each Loan or REO Property, continuously from the date hereof until the date each Loan or REO Property ceases to be subject to this Agreement: (a) Servicer shall hold all funds received for Owner hereunder in trust for Owner in a segregated Collection Account in accordance with all applicable regulations and with a financial institution whose accounts are insured by the FDIC to the amount available. To the extent amounts on deposit exceed the FDIC insured limit, then the Servicer either (1) shall deposit such excess amounts in a separate Eligible Account or (2) shall invest such excess amounts in Permitted Investments. The Collection Account shall be maintained with Servicer, or if it is not maintained with Servicer, then it must be an Eligible Account Any amounts held in the Collection Account may be, but are not required to be, invested by Servicer in Permitted Investments. Any income on the Collection Account shall belong to Servicer and may be withdrawn therefrom in accordance with Sections 6.2 and 6.

Servicing Responsibilities. The Seller represents that in undertaking responsibility for performance of the services specified in this Agreement, it will exercise at least the degree of care generally exercised by and expected of a prudent lender, and that in its function of trusteeship it will exercise at least that degree of care which is legally required of a trustee. The Seller shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in the Buyer, Buyer's successors, or Buyer's assignees, as the case may be, as to the ownership of the participation ownership interests in the Loans sold under this Agreement and: for preserving all rights in said Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the same in a manner consistent with good and prudent mortgage practices.

Servicing Responsibilities. Gonzo hereby assumes the responsibility for administering and servicing the Loans, as specified in this Agreement, and shall retain such responsibility while this Agreement remains in effect, unless a new servicer is designated. In its management and administration of the Loans or in connection with the exercise of any rights or remedies under the Loan Documents or at law, Gonzo shall use the same diligence and care as customarily used by Gonzo with respect to loans held entirely for its own account, In no event shall Gonzo be liable for any action taken at the direction of the requisite Participation Percentage of the Participants as set forth in Section 4.3 below or as otherwise set forth in this Agreement. Subject to the other provisions of this Agreement, Gonzo shall have all of the rights of a holder of the Notes and as Lender under the Loan Documents and is specifically authorized, without limitation, to execute with binding effect all Loan Documents on behalf of Beneficiary. As servicer of the Loans, Gonzo specifically agrees to perform the following. (1) to monitor and deal with the Loan Documents on behalf of the Participants; (2) to disburse the proceeds of the Loans in accordance with the Loan Documents; (3) to service and manage the Loans and the Collateral in the ordinary course of business and in accordance with its usual practices in managing loans for its own account; (4) to examine the Collateral and the books and records of Borrowers relating to the Loans as it shall deem necessary; (5) to request such additional financial or other information and/or detail as to any item or items contained in any financial information tendered by Borrowers upon the request of Beneficiary as long as such request for additional information is reasonable; (6) to remit to Beneficiary, upon request, all financial information received by Gonzo which is material to the Loans, the Borrowers, or any guarantor; (7) to remit to Beneficiary periodic accounting of the Loans in accordance with its normal and usual servicing practices; and (8) to disburse to Beneficiary its prorata share of Loan payments received net of fees and costs (including, without limitation, the servicer and other fees specified in Article 7. below), on or before the twentieth (20th) day of each month after receipt by Gonzo.