Common use of Servicing of Loans Clause in Contracts

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller Sellers and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller Sellers shall notify servicers of Buyer’s interest hereunder and Seller Sellers shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Sellers shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon notice from Buyer that an Event of Default has occurred, the related Seller and Guarantor shall cause the Interim Servicer to (i) segregate all amounts collected on account of the Loans (ii) hold such amounts collected in trust for the benefit of the Buyer and (iii) remit such collections in accordance with the Buyer’s written instructions. No amounts deposited into such account shall be removed without the Buyer’s prior written consent. Upon Buyer’s request, Seller Sellers shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, Seller Sellers or any entity responsible to Seller Sellers by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s Sellers’ obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller Sellers shall promptly notify Buyer.

Servicing of Loans. Each Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans and REO Properties that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this the Servicing Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. The related Seller shall notify servicers of Buyer’s 's interest hereunder and such Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisREO Properties. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. The related Seller shall cause each the servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s 's request, the related Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of LoansLoans and REO Properties, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If any Seller should discover that, for any reason whatsoever, such Seller or any entity responsible to such Seller by contract for the administration and/or managing or servicing any such Loan or REO Property has failed to perform fully such Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, such Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer Servicers to service, or cause to be serviced, all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this AgreementAccepted Servicing Practices, employing at least the same procedures and exercising the same care that Interim Servicer the Servicers customarily employs employ in servicing Loans for its their own account. Seller shall notify servicers the Servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing hereunder. Prior to any Person other than Servicers becoming a servicer or subservicer of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreementsagreements with respect to such servicer or subservicer. Seller shall cause each servicer the Servicers to hold or cause to be held all escrow funds funds, if applicable, collected with respect to such Purchased Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Purchased Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s 's interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s 's request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller Sellers and each Guarantor the ECC Persons shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practicesAccepted Servicing Practices, pending any delivery of such servicing to Buyer Buyers pursuant to this AgreementSection 14(r), employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller Sellers shall notify servicers all Servicers and subservicers of Buyer’s interest Buyers’ interests hereunder and Seller Sellers shall notify Buyer in writing Buyers of the name and address of all servicers Servicers and subservicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisLoans. Buyer Buyers shall have the right to approve each servicer such Servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreementsagreements with respect thereto. Seller Sellers shall cause each servicer the Servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s Buyers’ request, Seller Sellers shall provide reasonably promptly to Buyer Buyers a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to BuyerBuyers, advising such servicer of such matters as Buyer Buyers may reasonably request relating to the Loansrequest. If any Seller should discover that, for any reason whatsoever, such Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully such Seller’s obligations under the Program Documents with respect to the servicing of the Purchased Loans or any of the obligations of such entities with respect to the Purchased AssetsLoans, such Seller shall promptly notify BuyerBuyers.

Servicing of Loans. Seller and each Guarantor shall cause the Interim each Servicer to service, or cause to be serviced, all Loans that are part of service the Purchased Assets Loans in accordance with prudent servicing practicesAccepted Servicing Practices, pending any delivery of such servicing to Buyer pursuant to this AgreementSection 14(r), employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. With respect to all Servicing Released Loans, Seller shall notify servicers service and shall cause the related Servicer to service such Purchased Loans for a term of thirty (30) days (the "Servicing Term") commencing as of the date of the related initial Purchase Date. Each such Servicing Term shall be deemed to be renewed or terminated by Buyer in accordance with Section 14(r) hereof. If such Servicing Term is not renewed by Buyer (which determination shall be made in Buyer’s interest hereunder 's sole discretion), Seller agrees that Buyer may terminate Seller and the related Servicer in their respective servicing capacities and terminate any Servicing Agreement at will, and Seller shall notify transfer such servicing to Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect or its designee at no cost or expense to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreementsBuyer. Seller shall cause each servicer the Servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts in trust for Buyer and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan Servicer has failed to perform fully Seller’s its servicing obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify Buyer. As a condition to purchasing any Loans, Buyer shall have the right to approve each related Servicer and the related Servicing Agreement and shall have the right to require that Seller and such Servicer enter into a Servicer's Side Letter with Buyer, in form and substance acceptable to Buyer in its sole discretion, pursuant to which such servicer shall agree to take direction from Buyer with respect to such Loans after the occurrence of an Event of Default hereunder.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer Servicers to service, or cause to be serviced, all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this AgreementAccepted Servicing Practices, employing at least the same procedures and exercising the same care that Interim Servicer the Servicers customarily employs employ in servicing Loans for its their own account. Seller shall notify servicers the Servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing hereunder. Prior to any Person other than Servicers becoming a servicer or subservicer of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreementsagreements with respect to such servicer or subservicer. Seller shall cause each servicer the Servicers to hold or cause to be held all escrow funds funds, if applicable, collected with respect to such Purchased Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Purchased Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this AgreementAccepted Servicing Practices, employing at least the same procedures and exercising the same care that Interim the Servicer customarily employs employ in servicing Loans for its their own account. Seller shall notify servicers the Servicer of Buyer’s interest hereunder and Seller shall notify Buyer in writing hereunder. Prior to any Person other than Servicer becoming a servicer or subservicer of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreementsagreements with respect to such servicer or subservicer. Seller shall cause each servicer the Servicer to hold or cause to be held all escrow funds funds, if applicable, collected with respect to such Purchased Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Purchased Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify Buyer.

Servicing of Loans. Each Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, service all Loans that are part of the Purchased Assets in accordance with prudent servicing practicespractices and the Servicing Policies, pending any delivery of such servicing to Buyer pursuant to this AgreementBuyer, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing loans that are similar to the Loans for its own or the Seller's account. Seller Sellers shall notify servicers Servicer of Buyer’s 's interest hereunder and Seller Sellers shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer Loans. Sellers may not transfer their servicing rights in conjunction with respect to each Purchased Asset on this Agreement or engage a loan-by-loan basisSubservicer without the prior written consent of the Buyer. Buyer shall have the right to approve each servicer (other than the Servicer) and the form of all Servicing Agreements or servicing side letter agreementsagreements relating to the Loans that constitute the Purchased Assets. Seller The Servicer shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for Collection Account in accordance with the purposes for which such funds were collectedServicing Side Letter. Upon Buyer’s 's request, Seller Sellers shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer Servicer of the Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer Servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller Sellers should discover that, for any reason whatsoever, Seller Servicer or any entity responsible to Seller Sellers by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s Sellers' obligations under the Program Documents with respect to the servicing of the Purchased Assets or any of the obligations of such entities with respect to the Purchased Assets, Seller Sellers shall promptly notify BuyerBuyer and shall replace such Servicer in accordance with the requirements of this Section by no later than 60 days from such notification.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practicesAccepted Servicing Practices, pending any delivery of such servicing to Buyer Buyers pursuant to this AgreementSection 14(r), employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers all Servicers and subservicers of Buyer’s interest Buyers’ interests hereunder and Seller shall notify Buyer in writing Buyers of the name and address of all servicers Servicers and subservicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisLoans. Buyer Buyers shall have the right to approve each servicer such Servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreementsagreements with respect thereto. Seller and Guarantor shall cause each servicer the Servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts a principal and interest account and an escrow account and shall apply the same for the purposes for which such funds were collectedcollected and shall remit all amounts with respect to principal and interest into the Collection Account in accordance with the provisions of the Servicing Side Letter. Upon Buyer’s Buyers’ request, Seller shall provide reasonably promptly to Buyer Buyers a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to BuyerBuyers, advising such servicer of such matters as Buyer Buyers may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller or Guarantor by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s or Guarantor’s obligations under the Program Documents with respect to the servicing of the Purchased Loans or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify BuyerBuyers.

Servicing of Loans. Each Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets (or Purchased Interests therein) or the Collateral in accordance with prudent the servicing practicesprovisions set forth in Annex III hereto, pending any delivery of such servicing to Buyer Buyers and the Administrative Agent pursuant to this Agreement, employing and with accepted and prudent mortgage servicing practices of prudent mortgage lending institutions which service loans of the same type as such Loans in the jurisdiction where the related Mortgaged Property is located and in a manner at least equal in quality to the same procedures and exercising the same care that Interim Servicer customarily employs servicing it provides to Loans it owns in servicing Loans for its own accountportfolio. Seller Sellers shall notify servicers Servicer of Buyer’s Buyers’ interest hereunder hereunder, and Seller Servicer shall notify Buyer in writing of the name and address of all servicers be servicer of Loans and shall identify each servicer with respect to each Purchased Asset and each item of Collateral on a loanLoan-by-loan Loan basis. Each Buyer shall have the right to approve each servicer Servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Sellers shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon Each Seller, upon any Buyer’s or the Administrative Agent’s request, Seller shall provide reasonably promptly to Buyer Buyers or the Administrative Agent, for distribution to Sellers, a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to BuyerBuyers, advising such servicer of such matters as Buyer Buyers may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, a Seller or any entity Person responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully in any material respect such Seller’s obligations Obligations under the Program Documents or any of the obligations of such entities Person with respect to the Purchased Assets, such Seller shall promptly notify Buyerthe Administrative Agent.

Servicing of Loans. Seller and each Guarantor shall cause the Interim ------------------ Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s 's interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s 's request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor Sellers shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practicesAccepted Servicing Practices, pending any delivery of such servicing to Buyer Buyers pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller Sellers shall notify servicers of Buyer’s Buyers’ interest hereunder and Seller Sellers shall notify Buyer in writing Buyers of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisLoans. Buyer Buyers shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Sellers shall cause each the servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which Which such funds were collected. Upon Buyer’s the occurrence of an Event of Default, Sellers shall, and shall cause the Servicer to, remit all amounts with respect to principal and interest into the Collection Account. Upon Buyers’ request, Seller Sellers shall provide reasonably promptly to Buyer Buyers a letter addressed to and agreed to by each servicer of LoansLoans that are part of the Purchased Assets, in form and substance reasonably satisfactory to BuyerBuyers, advising such servicer of such matters as Buyer Buyers may reasonably request relating to the Loansrequest. If any Seller should discover that, for any reason whatsoever, a Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully such Seller’s obligations under the Program Documents with respect to the servicing of the Purchased Assets or any of the obligations of such entities with respect to the Purchased Assets, such Seller shall promptly notify BuyerBuyers.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer and each Subservicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this the Servicing Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s 's interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisLoans. Buyer shall have the right to approve each servicer Subservicer and the form of all Servicing Agreements or servicing side letter agreements, it being understood and agreed that any Guarantor shall be an acceptable Subservicer. Seller shall cause each the servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s 's request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller Sellers and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller Sellers shall notify servicers of Buyer’s interest hereunder and Seller Sellers shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Sellers shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon notice from Buyer that an Event of Default has occurred, the related Seller and Guarantor shall cause the Servicer to (i) segregate all amounts collected on account of the Loans, (ii) hold such amounts collected in trust for the benefit of the Buyer and (iii) remit such collections in accordance with the Buyer’s written instructions. No amounts deposited into such account shall be removed without the Buyer’s prior written consent. Upon Buyer’s request, Seller Sellers shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, Seller Sellers or any entity responsible to Seller Sellers by contract for the administration and/or servicing any such Loan has failed to perform fully Seller’s Sellers’ obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller Sellers shall promptly notify Buyer.

Servicing of Loans. Each Seller and each the Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent the servicing practicesprovisions set forth in Annex II, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing and with accepted and prudent mortgage servicing practices of prudent mortgage lending institutions which service loans of the same type as such Loans in the jurisdiction where the related Mortgaged Property is located and in a manner at least equal in quality to the same procedures and exercising the same care that Interim Servicer customarily employs servicing it provides to Loans it owns in servicing Loans for its own accountportfolio. Seller Sellers shall notify servicers Servicer of Buyer’s interest hereunder and Seller Servicer shall notify Buyer in writing of the name and address of all servicers be servicer of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Sellers and Guarantor shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon A Seller or the Guarantor, upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loans. If any Seller or Guarantor should discover that, for any reason whatsoever, a Seller or any entity responsible to Seller by contract for the administration and/or servicing any such Loan has failed to perform fully in any material respect such Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, such Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer Servicers to service, or cause to be serviced, service all Loans that are part of the Purchased Assets Loans in accordance with prudent servicing practices, pending any delivery of such servicing to Buyer pursuant to this Agreementthe related Servicing Agreements, employing at least the same procedures and exercising the same care that Interim Servicer Servicers customarily employs employ in servicing Loans for its their own account. Seller shall notify servicers Servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers Servicers of Loans and shall identify each servicer with respect Loans. Prior to each any Person other than Seller becoming a Servicer of the Purchased Asset on a loan-by-loan basis. Loans, Buyer shall have the right to approve each servicer such Servicer and the form of all Servicing Agreements or servicing side letter agreementsAgreements, each such Servicing Agreement to be provided to Buyer at least ten (10) Business Days prior to the related Transaction. Seller shall cause each servicer the Servicers to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of LoansServicer, in form and substance reasonably satisfactory to Buyer, advising such servicer Servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s obligations under the Program Documents with respect to the servicing of the Purchased Loans or any of the obligations of such entities with respect to the Purchased AssetsLoans, Seller shall promptly notify Buyer. In addition, Seller shall promptly notify Buyer upon becoming aware that any Servicer has sold or assigned its servicing rights under the applicable Servicing Agreement, and in each such case Buyer may in its sole discretion determine that the Repurchase Date with respect to the applicable Purchased Loans under such Servicing Agreement shall be deemed immediately (or at such later date as Buyer may in its sole discretion designate) to occur.

Servicing of Loans. Seller The Sellers and each the Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to the Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that the Interim Servicer customarily employs in servicing Loans for its own account. Seller The Sellers shall notify servicers of the Buyer’s interest hereunder and Seller the Sellers shall notify the Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. The Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller The Sellers shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon notice from the Buyer that an Event of Default has occurred, the related Seller and the Guarantor shall cause the Interim Servicer to (i) segregate all amounts collected on account of the Loans (ii) hold such amounts collected in trust for the benefit of the Buyer and (iii) remit such collections in accordance with the Buyer’s written instructions. No amounts deposited into such account shall be removed without the Buyer’s prior written consent. Upon the Buyer’s request, Seller the Sellers shall provide reasonably promptly to the Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to the Buyer, advising such servicer of such matters as the Buyer may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller the Sellers by contract for the administration and/or servicing of any such Loan has failed to perform fully Seller’s the Sellers’ obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller the Sellers shall promptly notify the Buyer.

Servicing of Loans. Seller The Sellers and each the Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practices, pending any delivery of such servicing to the Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim the Servicer customarily employs in servicing Loans for its own account. Seller The Sellers shall notify servicers of the Buyer’s interest hereunder and Seller the Sellers shall notify the Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. The Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller The Sellers shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial accounts and shall apply the same for the purposes for which such funds were collected. Upon notice from the Buyer that an Event of Default has occurred, the related Seller and the Guarantor shall cause the Servicer to (i) segregate all amounts collected on account of the Loans, (ii) hold such amounts collected in trust for the benefit of the Buyer and (iii) remit such collections in accordance with the Buyer’s written instructions. No amounts deposited into such account shall be removed without the Buyer’s prior written consent. Upon the Buyer’s request, Seller the Sellers shall provide reasonably promptly to the Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to the Buyer, advising such servicer of such matters as the Buyer may reasonably request relating to the Loans. If any Seller should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller the Sellers by contract for the administration and/or servicing of any such Loan has failed to perform fully Seller’s the Sellers’ obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller the Sellers shall promptly notify the Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing the standard industry practices, pending any delivery of such servicing to Buyer pursuant to this AgreementBuyer, employing at least the same procedures and exercising the same care that Interim Servicer Seller customarily employs in servicing Loans for its own account. account- Seller shall notify servicers of Buyer’s 's interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisLoans. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreementsAgreements. Seller shall cause each servicer to hold or cause to be held all escrow funds finds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds finds were collected. The Seller shall cause the borrower under each Loan Note to remit all Loan Payments to the Lockbox Bank and not otherwise. Upon Buyer’s 's request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Assets, Seller shall promptly notify Buyer.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets Securities in accordance with prudent servicing the standard industry practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer Seller customarily employs in servicing Loans for its own account, and in accordance with all applicable requirements of the relevant Agency or Authorized Purchaser. Seller shall notify servicers of Buyer’s 's interest hereunder and hereunder. Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisservicers. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s 's request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsSecurities, Seller shall promptly notify Buyer.. b)

Servicing of Loans. Seller and each Guarantor Originator shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets in accordance with prudent servicing practicesAccepted Servicing Standards, pending any delivery of such servicing to Buyer pursuant to this the Servicing Agreement, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basis. Buyer shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller Originator shall cause each servicer the Servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller and Originator shall provide reasonably promptly cause the Borrower under each Note to Buyer a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request relating remit all payments to the LoansServicer and not otherwise. If Seller or Originator should discover that, for any reason whatsoever, Seller or Originator or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s 's or Originator's or Servicer's obligations under the Program Documents with respect to the servicing of the Purchased Assets or any of the obligations of such entities with respect to the Purchased Assets, Seller and Originator shall promptly notify Buyer. Prior to any Person other than Midland Loan Services, Inc. becoming the Servicer or a subservicer of the Purchased Assets, Buyer shall have the right to approve each such Servicer or subservicer and the form of all servicing agreements or servicing side letter agreements with respect thereto.

Servicing of Loans. Each Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, service all Loans that are part of the Purchased Assets in accordance with prudent servicing practicespractices and the Servicing Policies, pending any delivery of such servicing to Buyer pursuant to this AgreementBuyer, employing at least the same procedures and exercising the same care that Interim Servicer customarily employs in servicing loans that are similar to the Loans for its own or the Seller's account. Seller Sellers shall notify servicers Servicers of Buyer’s 's interest hereunder and Seller Sellers shall notify Buyer in writing of the name and address of all servicers of Loans and shall identify each servicer Loans. Sellers may not transfer their servicing rights in conjunction with respect to each Purchased Asset on this Agreement or engage a loan-by-loan basisSubservicer without the prior written consent of the Buyer. Buyer shall have the right to approve each servicer (other than the Servicer) and the form of all Servicing Agreements or servicing side letter agreementsagreements relating to the Loans that constitute the Purchased Assets. The related Seller shall cause each servicer the Servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the to same for the purposes for which such funds were collected. Upon Buyer’s 's request, Seller Sellers shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer Servicer of the Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer Servicer of such matters as Buyer may reasonably request relating to the Loansrequest. If Seller Sellers should discover that, for any reason whatsoever, Seller Servicer or any entity responsible to Seller Sellers by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s Sellers' obligations under the Program Documents with respect to the servicing of the Purchased Assets or any of the obligations of such entities with respect to the Purchased Assets, Seller Sellers shall promptly notify BuyerBuyer and shall replace such Servicer in accordance with the requirements of this Section by no later than 45 days from such notification.

Servicing of Loans. Seller and each Guarantor shall cause the Interim Servicer to service, or cause to be serviced, all Loans that are part of the Purchased Assets Securities in accordance with prudent servicing the standard industry practices, pending any delivery of such servicing to Buyer pursuant to this Agreement, employing at least the same procedures and exercising the same care that Interim Servicer Seller customarily employs in servicing Loans for its own account, and in accordance with all applicable requirements of the relevant Agency or Authorized Purchaser. Seller shall notify servicers of Buyer’s Nikko's interest hereunder and hereunder. Seller shall notify Buyer in writing Nikko of the name and address of all servicers of Loans and shall identify each servicer with respect to each Purchased Asset on a loan-by-loan basisservicers. Buyer Nikko shall have the right to approve each servicer and the form of all Servicing Agreements or servicing side letter agreements. Seller shall cause each servicer to hold or cause to be held all escrow funds collected with respect to such Loans in customary custodial trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s Nikko's request, Seller shall provide reasonably promptly to Buyer Nikko a letter addressed to and agreed to by each servicer of Loans, in form and substance reasonably satisfactory to BuyerNikko, advising such servicer of such matters as Buyer Nikko may reasonably request relating to the Loansrequest. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for the administration and/or managing or servicing any such Loan has failed to perform fully Seller’s 's obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased AssetsSecurities, Seller shall promptly notify BuyerNikko.