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 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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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 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 represents and warrants to Navient, as of the Effective Date and throughout the Master Term and Termination Assistance Period(s) that:
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By Servicer. (i) Without the prior written consent of Navient, Servicer shall not have the right to transfer or assign the Agreement in whole or in part.
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Related to By Servicer

  • Servicer NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6 ------------------------------------------------------------------------------------------------------------------------------------ ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6 forecasted rate. ------------------------------------------------------------------------------------------------------------------------------------ ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11 beginning of the processing cycle. ------------------------------------------------------------------------------------------------------------------------------------ ACTL_END_PRIN_BAL The borrower's actual principal balance at the end 2 No commas(,) or dollar signs ($) 11 of the processing cycle. ------------------------------------------------------------------------------------------------------------------------------------ BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10 borrower's next payment is due to the Servicer, as reported by Servicer. ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10 curtailment amount. ------------------------------------------------------------------------------------------------------------------------------------ CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10 curtailment amount. ------------------------------------------------------------------------------------------------------------------------------------ CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 ------------------------------------------------------------------------------------------------------------------------------------ SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10 curtailment amount. ------------------------------------------------------------------------------------------------------------------------------------ CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. ------------------------------------------------------------------------------------------------------------------------------------ PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs ($) 11

  • 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.

  • 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.

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