Servicing Obligations. (a) Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Agency, the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and in accordance with the Asset Purchase Agreement.
(b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller or ResCap.
(c) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the Agency for all liabilities and obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder.
(d) Seller shall conduct quality control reviews of its servicing operations in accordance with industry standards and the requirements of the Agency.
Servicing Obligations. (a) Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and, with respect to any Mortgage Loans owned by an Agency, such Agency.
(b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller.
(c) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the applicable Owner for all liabilities and obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder.
Servicing Obligations. (a) Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and, with respect to any Mortgage Loans owned by an Agency, such Agency.
(b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller.
(c) With respect to any Servicing Agreement relating to a Non-Agency Mortgage Loan, subject to a nonrecoverability determination made in accordance with the related Servicing Agreement and to the extent the Seller as servicer has an obligation to advance principal and interest on delinquent Mortgage Loans, the Seller shall advance the full amount of principal and interest on delinquent Mortgage Loans for each Collection Period, including the related servicing fee.
(d) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the applicable Owner for all liabilities and obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder.
(e) Seller shall conduct quality control reviews of its servicing operations in accordance with industry standards and the requirements of each Agency relating to the Mortgage Loans.
Servicing Obligations. (a) Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Agency, the Servicing Agreements, the Mortgage Loan Documents and all Applicable Law.
(b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller.
(c) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the Agency for all liabilities and obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder.
Servicing Obligations. (a) Seller shall (or, prior to the Servicing Transfer Date, shall cause the Interim Servicer to,) pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Agency, the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and in accordance with the Purchase and Sale Agreement.
(b) Under no circumstances shall Purchaser be responsible for the Servicing acts and omissions of Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer in the Servicing Agreements or of any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of Seller or Bank of America.
(c) Upon termination of any Servicing Agreement, Seller shall remain liable to Purchaser and the Agency for all liabilities and obligations incurred by the servicer or its designee while Seller or its designee was acting as the servicer thereunder.
(d) Seller shall conduct quality control reviews of its servicing operations in accordance with industry standards and the requirements of the Agency.
Servicing Obligations. The Servicer will not (i) agree to any amendment, waiver or other modification of any Transaction Document to which it is a party and to which the Administrative Agent is not a party without the prior written consent of the Administrative Agent, (ii) agree or permit the Borrower to agree to a Material Modification with respect to any Collateral Obligation other than in accordance with Section 10.18 or (iii) interpose any claims, offsets or defenses it may have as against the Borrower as a defense to its performance of its obligations in favor of any Affected Person hereunder or under any other Transaction Documents.
Servicing Obligations. (a) From the date hereof until the Transfer Date, Seller shall (or shall cause the Current Servicer to) in accordance with the Interim Servicing Agreement pay, perform and discharge all liabilities and obligations relating to the Servicing, including without limitation all liabilities and obligations under the Mortgage Loan documents and applicable laws, regulations and requirements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Mortgage Loan documents and all applicable laws and regulations until the transfer of such items on the Transfer Date.
(b) On and after the Transfer Date, Purchaser shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including without limitation all liabilities and obligations under the Mortgage Loan documents and applicable laws, regulations; and shall pay, perform and discharge all rights, obligations and duties with respect to the Related Escrow Accounts as required by Mortgage Loan documents, Exhibit M and all applicable laws and regulations.
(c) Purchaser shall not be responsible for the acts and omissions of Seller nor for any other obligations or liabilities of Seller whatsoever, except those obligations or liabilities in the Mortgage Loan documents, which obligations and liabilities are hereby assumed by Purchaser. Seller shall not be responsible for any of the acts and omissions of Purchaser nor for any other obligations or liabilities of Purchaser.
Servicing Obligations. The Collateral Manager will not (i) amend, waive or otherwise modify the Credit and Collection Policy without the prior written consent of the Required Lenders, (ii) agree to any amendment, waiver or other modification of the Transaction Document to which it is a party without the prior written consent of the Required Lenders, (iii) interpose any claims, offsets or defenses it may have as against the Borrower as a defense to its performance of its obligations in favor of any Affected Party hereunder or under any other Transaction Documents or (iv) change its fiscal year to be other than January 1 through December 31.
Servicing Obligations. The Servicer will not (i) agree to any amendment, waiver or other modification of any Transaction Document to which it is a party and to which the Facility Agent is not a party without the prior written consent of the Facility Agent, (ii) after the occurrence and during the continuation of an Event of Default or a Servicer Default, agree or permit the Borrower to agree to a Material Modification with respect to any Collateral Obligation or (iii) interpose any claims, offsets or defenses it may have as against the Borrower as a defense to its performance of its obligations in favor of any Affected Person hereunder or under any other Transaction Documents.
Servicing Obligations. (a) From the date hereof, until each applicable Servicing Transfer Date and subject to Sections 7.12(b)(ii) and 7.12(b)(iii), and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, and the Applicable Requirements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by an Investor, the Mortgage Loan Documents and all Applicable Requirements.
(b) On and after each applicable Servicing Transfer Date (except with respect to and as specified in Section 7.12(b)(ii)):
(i) Purchaser shall pay, perform and discharge all liabilities and obligations relating to the Servicing and Mortgage Servicing Rights arising after such Servicing Transfer Date, including all liabilities and obligations under the Mortgage Loan Documents and, subject to Sections 7.12(b)(ii) and 7.12(b)(iii), the Applicable Requirements; and shall pay, perform and discharge all rights, obligations and duties with respect to the Related Escrow Accounts and Custodial Accounts as required by any Investor, Insurer, the Mortgage Loan Documents and, subject to Sections 7.12(b)(ii) and 7.12(b)(iii), all Applicable Requirements. Notwithstanding the foregoing, except as provided in Section 7.17(a) hereof, the Applicable Requirements with which Purchaser is required to comply hereunder shall not include any judicial and administrative judgments, orders, remediation plans, stipulations, awards, writs and injunctions applicable to any Mortgage Loan or Mortgage Servicing Right and to which Seller is a party and which are not listed on Schedule 5.01(a)(iii), all of which, for the avoidance of doubt, shall remain the sole responsibility of Seller. For the avoidance of doubt, (A) as between the Seller and Purchaser under this Agreement, if, as and to the extent provided in the applicable Tri-Party Agreement, Purchaser is not assuming liabilities of the Seller (1) under Agency-related Servicing Agreements with respect to the Mortgage Servicing Rights that pertain to the period prior to the Sale Date or any Subsequent Sale Date, as applicable, or (2) related to the origination of any Mortgage Loans subject to the Agency-related Servicing Agreements, and (B) Purchaser is not assuming liabilities of the Seller (1) under PLS Servicing Agreements ...
