Common use of Servicing Obligations Clause in Contracts

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 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 PLS Servicing Agreements; provided, that the foregoing clauses (A) and (B) shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure to comply with any such obligations) and (2) Seller’s failure to comply with the HUD Settlement at any time (i.e., whether such failure to comply occurs prior to or after the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authorities). Notwithstanding anything to the contrary herein, the Parties agree that Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iv) Purchaser and Seller shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which Seller, and not Purchaser, is a defendant; and (v) Seller shall reasonably cooperate with Purchaser with respect to Purchaser’s performance of its obligations pursuant to this Section 7.12(b), including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer Buyer’s questions with respect to such policies and procedures. (c) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of Seller to possess such qualifications would not be material to Purchaser. (d) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times maintain all Related Escrow Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account. (e) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, Seller shall remain an approved Agency Seller/Servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein, including without limitation under the Interim Servicing Addendum.

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 the 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)(ii7.12(b)(i)): (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)party, 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 the Servicing Agreements Agreement 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 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 PLS Servicing AgreementsAgreement; provided, that the foregoing clauses (A) and (B) clause shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure to comply with any such obligations) and (2) Seller’s failure to comply with the HUD Settlement at any time (i.e., whether such failure to comply occurs prior to or after the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authorities). Notwithstanding anything to the contrary herein, the Parties agree that notwithstanding the foregoing, Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iviii) Purchaser and Seller shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which Seller, and not Purchaser, is a defendant; and (viv) Seller shall reasonably cooperate with Purchaser with respect to Purchaser’s performance of its obligations pursuant to this Section 7.12(b), including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer BuyerPurchaser’s questions with respect to such policies and procedures. (c) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of Seller to possess such qualifications would not be material to Purchaser. (d) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times maintain all Related Escrow Accounts and Custodial Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account or Custodial Account. (e) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, Seller shall remain an approved Agency Seller/Servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein, including without limitation under the Interim Servicing Addendum.

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, the related 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)): Date: (i) Purchaser shall pay, perform and discharge all liabilities and obligations relating to the Servicing and Mortgage Servicing Rights arising after such Servicing Transfer DateDate (subject to the rights and remedies of Purchaser as provided in the Transaction Documents), 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 the related 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 Sellerparty. 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 any 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 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 PLS Servicing Agreements; provided, that the foregoing clauses (A) and (B) clause shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; ; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure to comply with any such obligations) and (2) Seller’s failure to comply with the HUD Settlement at any time (i.e., whether such failure to comply occurs prior to or after the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authorities). Notwithstanding anything to the contrary herein, the Parties agree that Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iv) Purchaser and Seller Sellers shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which any Seller, and not Purchaser, is a defendant; and and (viii) Seller Purchaser and Sellers shall reasonably cooperate with Purchaser with respect in their respective handling and responding to Purchaser’s performance Customer Complaints, including by exchanging copies and summaries of its obligations pursuant Customer Complaints, tracking of Customer Complaints, and preparation and delivery of responses to this Section 7.12(b)Customer Complaints, including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer Buyer’s questions with respect to such policies and proceduresmutually agreed. (c) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, each Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where such Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of such Seller to possess such qualifications would not be material to Purchaser. . (d) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, each Seller shall at all times maintain all Related Escrow Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to such Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account. (e) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, Seller shall remain an approved Agency Seller/Servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein, including without limitation under the Interim Servicing Addendum.

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, the related 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)):Date: (i) Purchaser shall pay, perform and discharge all liabilities and obligations relating to the Servicing and Mortgage Servicing Rights arising after such Servicing Transfer DateDate (subject to the rights and remedies of Purchaser as provided in the Transaction Documents), 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 the related 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 Sellerparty. 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 any 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 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 PLS Servicing Agreements; provided, that the foregoing clauses (A) and (B) clause shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure to comply with any such obligations) and (2) Seller’s failure to comply with the HUD Settlement at any time (i.e., whether such failure to comply occurs prior to or after the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authorities). Notwithstanding anything to the contrary herein, the Parties agree that Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iv) Purchaser and Seller Sellers shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which any Seller, and not Purchaser, is a defendant; and (viii) Seller Purchaser and Sellers shall reasonably cooperate with Purchaser with respect in their respective handling and responding to Purchaser’s performance Customer Complaints, including by exchanging copies and summaries of its obligations pursuant Customer Complaints, tracking of Customer Complaints, and preparation and delivery of responses to this Section 7.12(b)Customer Complaints, including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer Buyer’s questions with respect to such policies and proceduresmutually agreed. (c) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, each Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where such Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of such Seller to possess such qualifications would not be material to Purchaser. (d) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, each Seller shall at all times maintain all Related Escrow Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to such Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account. (e) From the date hereof, until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, Seller shall remain an approved Agency Seller/Servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein, including without limitation under the Interim Servicing Addendum.

Servicing Obligations. (a) From the date hereof, Sale Date until each applicable the 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 applicableDate, Seller shall in accordance with the Interim Servicing Agreement (i) 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 RequirementsRequirements in all material respects; and shall (ii) 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. Requirements in all material respects; (biii) On maintain 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 administer the Servicing and Mortgage Servicing Rights arising after such Servicing Transfer Date, including all liabilities and obligations under the Mortgage Loan Documents andin the ordinary course of business, subject to Sections 7.12(b)(ii) consistent with past practice, and 7.12(b)(iii), the in accordance with all Applicable RequirementsRequirements in all material respects; and shall pay, perform and discharge all rights, obligations and duties (iv) not accelerate or cause the acceleration of the collection or receipt of any accounts receivable under or with respect to any Mortgage Servicing Rights, other than in the Related Escrow Accounts and Custodial Accounts ordinary course of the business consistent with past practice (except 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 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 PLS Servicing Agreements; provided, that the foregoing clauses (A) and (B) shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure to comply with any such obligations) and (2) Seller’s failure to comply with the HUD Settlement at any time (i.e., whether such failure to comply occurs prior to or after the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authoritiesLaw). Notwithstanding anything to the contrary herein, the Parties agree that Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iv) Purchaser and Seller shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which Seller, and not Purchaser, is a defendant; and (v) Seller shall reasonably cooperate with Purchaser with respect to Purchaser’s performance of its obligations pursuant to this Section 7.12(b), including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer Buyer’s questions with respect to such policies and procedures. (cbt) From the date hereof, until each applicable the Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of Seller to possess such qualifications would not be material to Purchaser. . (dbu) From the date hereof, hereof until each applicable the Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times maintain all Related Escrow Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to Seller for the account of the Mortgagors are on deposit shall be deposited in the appropriate Related Escrow Account. . (ebv) From the date hereof, hereof until each applicable the Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, Seller shall remain an approved Agency Seller/Servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein, including without limitation under the Interim Servicing Addendum.

Servicing Obligations. (a) From the date hereof, 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 applicableDate, Seller shall pay, perform service the relevant Mortgage Loans and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, and REOs in compliance with 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 For the avoidance of doubt, except as required under the Applicable Requirements and after each applicable without limiting the obligations of Purchaser and Seller under Article XI, as between Seller and Purchaser under this Agreement, (i) Purchaser is not assuming liabilities of Seller (A) under Servicing Transfer Date Agreements with respect to the Mortgage Servicing Rights that were incurred in the period prior to the Sale Date, or (B) related to the origination of any Mortgage Loans subject to the Servicing Agreements, (ii) Seller is retaining its rights as the predecessor servicer under the Servicing Agreements (including any rights to indemnification from the relevant counterparty) in respect of all such matters referenced in clause (i) above and (iii) 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 Purchaser’s 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) hereof7.09, 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(“Seller Actions”), 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 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 PLS Servicing Agreements; provided, however, that the foregoing clauses (A) and (B) shall not affect in any way Purchaser’s obligations under Section 7.17(a) hereof; (ii) Prior to the applicable Servicing Transfer Date, Seller and Purchaser shall develop a protocol to identify with particularity the obligations of Purchaser to conduct the Servicing with respect to individual Mortgage Loans in accordance with paragraphs 2, 3, 4, 5, 7, 9, 10, and 11 of the HUD Settlement. Seller shall indemnify, defend and hold Purchaser and its Related Parties harmless from and shall reimburse Purchaser and its Related Parties for any Losses (which, for purposes of this Section 7.12(b)(ii), shall be deemed to include any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of the employees of Purchaser and its Related Parties, and any other loss, cost or expense that ordinarily would be an eligible component of a mortgage insurance payment by HUD but that is ineligible under the HUD Settlement) suffered or incurred by Purchaser or its Related Parties after such Servicing Transfer Date that result from or arise out of (1) Purchaser’s compliance with any such obligations (excluding, for the avoidance of doubt, Purchaser’s failure agrees to comply with any servicing related actions applicable to specific Mortgage Loans set forth in such obligations) Seller Actions in respect of which Purchaser has been provided with reasonable notice and (2) Seller’s failure sufficient information to comply with such actions (whether through reasonable notations of such matters in the HUD Settlement at any time (i.e.Credit and Servicing Files, whether such failure to comply occurs prior to or after in the Effective Date). (iii) With respect to the Mortgage Loans, Purchaser covenants with Seller that Purchaser shall comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms. Purchaser shall ensure its compliance with such servicing standards by, among other means, adopting certain of the provisions of Exhibit E (Enforcement Terms) to the NMS consisting of the designation of an independent internal quality control group to perform quarterly compliance reviews based on the “metrics” written materials provided for therein, the adoption and implementation of a related “work plan” and, as applicable, any “corrective action plans,” and the preparation of quarterly reports of the results of its compliance reviews (which such reports shall be available for review by any Governmental Entity that has supervisory authority over Purchaser, including, without limitation, the Consumer Financial Protection Bureau and state licensing authorities). Notwithstanding anything to the contrary herein, the Parties agree that Purchaser is not assuming Seller’s obligations under the NMS and that any financial penalties that Seller may incur by or through the “Monitor” under the NMS as a result on behalf of any failure of Purchaser or its Affiliates to comply with the terms of the NMS shall remain the liability and obligation of Seller, except in the case of gross negligence or willful misconduct by Purchaser or its Affiliates; provided, that Seller shall provide prompt written notice to Purchaser following receipt of notice from any Governmental Entity alleging that Purchaser’s conduct constitutes gross negligence or willful misconduct; (iv) Purchaser and Seller shall manage the litigation with respect to the Mortgage Loans that exists as of the applicable Servicing Transfer Date in accordance with a protocol that will be mutually agreed prior to the initial Servicing Transfer Date; provided, that, in no event shall Purchaser be required to manage or assume any responsibility in respect of defending any class action litigation or, subject to Applicable Requirements, any litigation in which Seller, and not Purchaser, is a defendant; and (v) Seller shall reasonably cooperate with Purchaser with respect to Purchaser’s performance of its obligations pursuant to this Section 7.12(b), including, but solely with respect to Purchaser’s compliance with the HUD Settlement and Purchaser’s covenant to comply in all material respects with the servicing standards attached as Exhibit A (Settlement Term Sheet) to the NMS in accordance with their terms, by providing Purchaser (upon Purchaser’s reasonable request) with a description of any of Seller’s policies and procedures used thereby in connection with servicing this Agreement or the Mortgage Loans as of the date hereof and by making Seller’s personnel available (at reasonable times and under reasonable conditions) to answer Buyer’s questions with respect to such policies and procedurestransactions contemplated hereby). (c) From the date hereof, hereof until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times be in good standing and authorized to conduct business in each jurisdiction where Seller transacts business and each jurisdiction where a Mortgaged Property is located, except where the failure of Seller to possess such qualifications would not be material to Purchaser. (d) From the date hereof, hereof until each applicable Servicing Transfer Date, and as further provided for in that Interim Servicing Addendum, if applicable, Seller shall at all times maintain all Related Escrow Accounts in accordance with the Applicable Requirements; and, except as to payments which are past due under Mortgage Notes, all balances required by the Mortgages or other Mortgage Loan documents and paid to Seller for the account of the Mortgagors are on deposit in the appropriate Related Escrow Account. (e) From the date hereof, hereof until each applicable the final Sale Date on which Mortgage Servicing Transfer Date, and as further provided for in that Interim Servicing AddendumRights relating to the Agency Mortgage Loans have been sold by Seller to Purchaser under this Agreement, Seller shall remain an approved Agency Sellerseller/Servicer servicer in good standing with the requisite financial criteria and adequate resources to carry out Seller’s obligations herein. (f) With respect to the Powers of Attorney to be delivered hereunder pursuant to Section 2.3(b): (i) Purchaser shall not be authorized thereunder to, including without limitation and shall not utilize such Powers of Attorney to, enter into any agreement, arrangement, commitment or understanding that creates any direct or indirect liability, debt, obligation, commitment, claim, loss, damage, fine, cost or expense of any kind, whether relating to payment, performance or otherwise, known or unknown, fixed, absolute, contingent, vested or unvested of or against Seller. (ii) In the event of any conflict between the terms of this Agreement or a Servicing Agreement, on the one hand, and the terms of the Powers of Attorney, on the other hand, the terms of this Agreement or the Servicing Agreement, as applicable, shall control. For the avoidance of doubt, in no event is Purchaser authorized to do or take any action under the Interim Powers of Attorney that would be inconsistent with Seller’s management of a dispute pursuant to Section 7.22(b) hereof. (iii) The Powers of Attorney do not constitute a waiver, modification or amendment of any provisions of this Agreement or any Servicing AddendumAgreement. The Powers of Attorney may be amended, modified, supplemented or restated only by a written instrument signed by both Seller and Purchaser. The terms of the Powers of Attorney may be waived only by a written instrument by the party waiving compliance. Purchaser may not assign any of its rights under the Powers of Attorney without the prior written consent of the Authorizing Party, and any such purported assignment without such consent shall be void and of no effect.