Common use of Duties and Responsibilities as to Servicing Clause in Contracts

Duties and Responsibilities as to Servicing. (a) The Servicer shall service and administer the Tax Liens listed on Exhibit A attached hereto and made a part hereof (as such Exhibit A may be amended from time to time to reflect Tax Liens listed on Schedule B to the Second Direct Sale Agreement or Schedule A to the First Direct Sale Agreement, Deleted Tax Liens, Eligible Substitute Tax Liens and Tax Liens charged-off pursuant to Section 2.09(a) hereof or to reflect additional Tax Liens transferred pursuant to Purchase Agreements, PACE Charge Lien Direct Sale Purchase Agreements or PACE Charge Lien Transfer Agreements dated after the date hereof) (as so amended from time to time, the “Tax Lien Schedule”) for the purposes for which the Issuer was created as set forth in Section 2.05 of the Trust Agreement in accordance with the terms of this Servicing Agreement and the provisions of all applicable Laws and, unless expressly provided to the contrary herein, giving due consideration to customary and usual standards of practice of prudent institutional residential and commercial loan servicers and asset managers servicing or managing, as the case may be, comparable assets for their own account, and taking into account its other obligations hereunder, but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Property Owner; (ii) the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction; (iii) the ownership, or servicing or management for others by the Servicer or any Affiliate of the Servicer of any other assets similar to the Tax Liens; or (iv) the fact that the Servicer’s best interest and the Owner’s best interest may not be the same. In the event the Servicer discovers that its servicing activities on behalf of any other Person conflict or may conflict with the Servicer’s obligations under this Servicing Agreement, then the Servicer shall give written notice to the Issuer and the Owner of such conflict within ten days of discovering such conflict, and the Servicer shall resolve such conflict within ninety days of giving such notice to the Issuer and the Owner. Without intending to limit the rights of the Servicer under Section 15.01 hereof, in the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Tax Lien or REO Property as a result of one or more of the factors described in the foregoing clauses (i) through (iv) or is unable to comply as a matter of law, it may arrange for the Co-Servicer to perform its duties with respect to such Tax Lien or REO Property. In such event, the Servicer shall be deemed to be in compliance therewith. (b) Subject to any express limitations set forth in this Servicing Agreement, the Servicer shall seek to recover on a timely basis the largest amount possible with respect to each Tax Lien; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer of the collectability of the Tax Liens or of its ability to effect the timely or complete recovery thereof. Subject only to the above-described servicing standards and the terms of this Servicing Agreement and of the respective Tax Liens, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that under no circumstances (other than during a period when a Property Owner is Bankrupt) shall the Servicer agree with any Property Owner to compromise or reduce the Redemptive Value of any Tax Lien. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Issuer to, with respect to each Tax Lien it is obligated to service pursuant to this Servicing Agreement, prepare, execute and deliver, on behalf of the Collateral Agent and Custodian and the Issuer and any PACE Charge Lien Owner, any and all documents or other instruments necessary to maintain the lien of or enforce the Tax Liens on each Property if, in its reasonable judgment, such action is in accordance with, or is required by, this Servicing Agreement. Without limiting the generality of the power and authority granted herein, the Servicer shall also have full power and authority to prepare, execute, acknowledge and deliver, in connection with any foreclosure action brought pursuant to Section 9.01 hereof, on behalf of the applicable parties to this Agreement and on behalf of each PACE Charge Lien Owner under the applicable PACE Charge Lien Direct Sale Purchase Agreement or PACE Charge Lien Transfer Agreement, the following documents: (i) affidavit of verification of debt, (ii) affidavit in support of default judgment, (iii) affidavit in support of motion for summary judgment, (iv) affidavit regarding testimony before referee, (v) computation of amount due oath, (vi) combined verification, oath and designation regarding the appointment of an administrator with the surrogates court and (vii) such other oaths, affidavits and/or documents as may be necessary for the prosecution of the foreclosure action. The Servicer shall take such steps as are customary to monitor the status of liens or other encumbrances that could be superior in lien priority to the lien of the Tax Liens, but shall have no obligation hereunder to take any action, as the Servicer may deem appropriate, to protect the Trust Estate against any such superior liens until the time, if any, of the actual foreclosure of such superior lien, and such actions shall be subject to the availability of funds hereunder for such purpose. Subject to Section 2.03 hereof, the Issuer and the Collateral Agent and Custodian shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer and necessary or appropriate (as certified in such written request) to enable the Servicer to carry out its servicing and administrative duties hereunder, including but not limited to a power of attorney in substantially the form set forth as Exhibit L hereto, which shall be executed and delivered to the Servicer on the Initial Closing Date and, at the Servicer’s discretion, filed in each county in the City. The execution of this Agreement by the Servicer hereby constitutes the written request of a Servicing Officer for the Collateral Agent and Custodian to execute and deliver such power of attorney, and certification that such power of attorney is necessary and appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) The Servicer shall at all times maintain accurate records and books of account, an adequate system of audit and internal controls and otherwise service the Tax Liens in a responsible, business-like manner and in accordance with good and accepted commercial practice. Except as the City (or the Law Department) may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the City, and shall notify the Issuer and the PACE Program Administrator, as applicable, on at least a monthly basis, in writing of any event, circumstance or occurrence of which it has actual knowledge that could, in the reasonable judgment of the Servicer, materially adversely affect: (a) the terms of any Tax Lien, including any legal challenges filed in any judicial or administrative proceeding (whether in a foreclosure or Bankruptcy Proceeding or otherwise) to the amount, the enforceability or the lien priority thereof (a “Legal Challenge”), (b) the Property related to such Tax Lien, or (c) the ability of the Servicer to service any Tax Lien or to otherwise perform and carry out its duties, responsibilities and obligations under this Servicing Agreement. Except as the Law Department may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the Law Department and the PACE Program Administrator, as applicable, of any and all Legal Challenges of which the Servicer has actual knowledge, whether or not the Servicer deems them to be material. Recognizing the obligation of the City in Section 5.02 of the applicable Purchase Agreement to defend and protect the interests of the Issuer in the Tax Liens and in the proceeds thereof, the Servicer shall, unless notified to the contrary by the City, turn over the defense of any Legal Challenge to the City. In connection therewith the Servicer shall forthwith provide the Law Department with copies of any papers served or filed in connection with such a Legal Challenge. The Servicer acknowledges that the City, in defending any such Legal Challenge, may authorize a compromise or reduction of the Redemptive Value of the Tax Lien which is the subject of such Legal Challenge. If at any time in connection with a Legal Challenge the Bank shall receive any discovery request, including a request to produce documents, the Bank shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. If at any time in connection with a Legal Challenge the Bank receives a request to provide a deposition, the Bank shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. In the event that it is necessary for the Bank to provide a deposition, the Servicer shall appear at such deposition on behalf of the Bank. The Servicer shall have the sole obligation to file any and all proofs of claim relating to any Tax Lien where the Property Owner or the Property is or becomes the subject of a Bankruptcy Proceeding, and shall provide the Law Department with copies thereof upon request; provided, however, that the Servicer shall have no such obligation with respect to any unidentified Bankruptcy Tax Lien existing prior to the applicable Conveyance Date in the event that the time for filing a proof of claim with respect to such Tax Lien has elapsed by the date on which the Servicer becomes aware that such Tax Lien is a Bankruptcy Tax Lien. The Servicer shall file a notice of appearance and request for notice in accordance with Rule 2002 of the Federal Rules of Bankruptcy Procedure in any and all Bankruptcy Proceedings relating to the Tax Liens. The Servicer shall comply with Rule 3001(e) of the Federal Rules of Bankruptcy Procedure with respect to the Bankruptcy Tax Liens. (d) The Servicer shall not take any steps in violation of applicable bankruptcy laws regarding any Tax Lien as to which the related Property Owner is Bankrupt. To this end but without limiting the generality of the foregoing, the Servicer shall, with respect to the Bankruptcy Tax Liens, unless authorized by the applicable bankruptcy court, refrain from any acts of collection during the time that the related Property Owner or the Property is the subject of a Bankruptcy Proceeding (the “Restrained Acts”), including (i) the application of costs of any advertisements and notices given in connection with the sale of such Bankruptcy Tax Liens by the City to the Issuer as well as the additional 5% surcharge on the total amount of the Bankruptcy Tax Lien which is added pursuant to the City Admin. Code, (ii) interest rate increases pursuant to Section 11-332 of the City Admin. Code and (iii) any act to enforce or collect the Bankruptcy Tax Liens by act of foreclosure or other legal means (including but not limited to the sending of letters other than those required by statute) without first obtaining appropriate judicial relief; provided, however, that the Servicer may send each Property Owner a so-called “hello letter” in which the Servicer identifies itself as the servicer of the Tax Liens. Additionally, any time periods for the commencement of foreclosure proceedings shall be suspended during the time the related Property Owner is Bankrupt. (e) The Servicer shall keep confidential all communications, whether written, oral, or otherwise, between the Servicer and the City with respect to Legal Challenges, with respect to any compromises or reductions of the Redemptive Value of one or more Tax Liens; provided,

Duties and Responsibilities as to Servicing. (a) The Servicer shall service and administer the Tax Liens listed on Exhibit A attached hereto and made a part hereof (as such Exhibit A may be amended from time to time to reflect Tax Liens listed on Schedule B to the Second Direct Sale Agreement or Schedule A to the First Direct Sale Agreement, Deleted Tax Liens, Eligible Substitute Tax Liens and Tax Liens charged-off pursuant to Section 2.09(a) hereof or to reflect additional Tax Liens transferred pursuant to Purchase Agreements, PACE Charge Lien Direct Sale Purchase Agreements or PACE Charge Lien Transfer Agreements dated after the date hereof) (as so amended from time to time, the “Tax Lien Schedule”) for the purposes for which the Issuer was created as set forth in Section 2.05 of the Trust Agreement in accordance with the terms of this Servicing Agreement and the provisions of all applicable Laws and, unless expressly provided to the contrary herein, giving due consideration to customary and usual standards of practice of prudent institutional residential and commercial loan servicers and asset managers servicing or managing, as the case may be, comparable assets for their own account, and taking into account its other obligations hereunder, but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Property Owner; (ii) the ownership of any Bond by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction; (iiiiv) the ownership, or servicing or management for others by the Servicer or any Affiliate of the Servicer of any other assets similar to the Tax Liens; or (ivv) the fact that the Servicer’s best interest and the Owner’s best interest may not be the same. In the event the Servicer discovers that its servicing activities on behalf of any other Person conflict or may conflict with the Servicer’s obligations under this Servicing Agreement, then the Servicer shall give written notice to the Issuer and the Owner of such conflict within ten days of discovering such conflict, and the Servicer shall resolve such conflict within ninety days of giving such notice to the Issuer and the Owner. Without intending to limit the rights of the Servicer under Section 15.01 hereof, in the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Tax Lien or REO Property as a result of one or more of the factors described in the foregoing clauses (i) through (iv) or is unable to comply as a matter of law, it may arrange for the Co-Servicer to perform its duties with respect to such Tax Lien or REO Property. In such event, the Servicer shall be deemed to be in compliance therewith. (b) Subject to any express limitations set forth in this Servicing Agreement, the Servicer shall seek to recover on a timely basis the largest amount possible with respect to each Tax Lien; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer of the collectability of the Tax Liens or of its ability to effect the timely or complete recovery thereof. Subject only to the above-described servicing standards and the terms of this Servicing Agreement and of the respective Tax Liens, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that under no circumstances (other than during a period when a Property Owner is Bankrupt) shall the Servicer agree with any Property Owner to compromise or reduce the Redemptive Value of any Tax Lien. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Issuer to, with respect to each Tax Lien it is obligated to service pursuant to this Servicing Agreement, prepare, execute and deliver, on behalf of the Collateral Agent Bondholders and Custodian the Indenture Trustee and the Issuer and or any PACE Charge Lien Ownerof them, any and all documents or other instruments necessary to maintain the lien of or enforce the Tax Liens on each Property if, in its reasonable judgment, such action is in accordance with, or is required by, this Servicing Agreement. Without limiting the generality of the power and authority granted herein, the Servicer shall also have full power and authority to prepare, execute, acknowledge and deliver, in connection with any foreclosure action brought pursuant to Section 9.01 hereof, on behalf of the applicable parties to this Agreement and on behalf of each PACE Charge Lien Owner under the applicable PACE Charge Lien Direct Sale Purchase Agreement or PACE Charge Lien Transfer Agreement, the following documents: (i) affidavit of verification of debt, (ii) affidavit in support of default judgment, (iii) affidavit in support of motion for summary judgment, (iv) affidavit regarding testimony before referee, (v) computation of amount due oath, (vi) combined verification, oath and designation regarding the appointment of an administrator with the surrogates court and (vii) such other oaths, affidavits and/or documents as may be necessary for the prosecution of the foreclosure action. The Servicer shall take such steps as are customary to monitor the status of liens or other encumbrances that could be superior in lien priority to the lien of the Tax Liens, but shall have no obligation hereunder to take any action, as the Servicer may deem appropriate, to protect the Trust Estate against any such superior liens until the time, if any, of the actual foreclosure of such superior lien, and such actions shall be subject to the availability of funds hereunder for such purpose. Subject to Section 2.03 hereof, the Issuer and the Collateral Agent and Custodian shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer and necessary or appropriate (as certified in such written request) to enable the Servicer to carry out its servicing and administrative duties hereunder, including but not limited to a power of attorney in substantially the form set forth as Exhibit L hereto, which shall be executed and delivered to the Servicer on the Initial Closing Date and, at the Servicer’s discretion, filed in each county in the City. The execution of this Agreement by the Servicer hereby constitutes the written request of a Servicing Officer for the Issuer and the Collateral Agent and Custodian to execute and deliver such power of attorney, and certification that such power of attorney is necessary and appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) The Servicer shall at all times maintain accurate records and books of account, an adequate system of audit and internal controls and otherwise service the Tax Liens in a responsible, business-like manner and in accordance with good and accepted commercial practice. Except as the City (or the Law Department) may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the City, and shall notify the Issuer and the PACE Program Administrator, as applicable, Indenture Trustee on at least a monthly basis, in writing of any event, circumstance or occurrence of which it has actual knowledge that could, in the reasonable judgment of the Servicer, materially adversely affect: (a) the terms of any Tax Lien, including any legal challenges filed in any judicial or administrative proceeding (whether in a foreclosure or Bankruptcy Proceeding or otherwise) to the amount, the enforceability or the lien priority thereof (a “Legal Challenge”), (b) the Property related to such Tax Lien, or (c) the ability of the Servicer to service any Tax Lien or to otherwise perform and carry out its duties, responsibilities and obligations under this Servicing Agreement. Except as the Law Department may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the Law Department and the PACE Program Administrator, as applicable, of any and all Legal Challenges of which the Servicer has actual knowledge, whether or not the Servicer deems them to be material. Recognizing the obligation of the City in Section 5.02 of the applicable Purchase Agreement to defend and protect the interests of the Issuer in the Tax Liens and in the proceeds thereof, the Servicer shall, unless notified to the contrary by the City, turn over the defense of any Legal Challenge to the City. In connection therewith the Servicer shall forthwith provide the Law Department with copies of any papers served or filed in connection with such a Legal Challenge. The Servicer acknowledges that the City, in defending any such Legal Challenge, may authorize a compromise or reduction of the Redemptive Value of the Tax Lien which is the subject of such Legal Challenge. If at any time in connection with a Legal Challenge the Bank Indenture Trustee shall receive any discovery request, including a request to produce documents, the Bank Indenture Trustee shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. If at any time in connection with a Legal Challenge the Bank Indenture Trustee receives a request to provide a deposition, the Bank Indenture Trustee shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. In the event that it is necessary for the Bank Indenture Trustee to provide a deposition, the Servicer shall appear at such deposition on behalf of the BankIndenture Trustee. The Servicer shall have the sole obligation to file any and all proofs of claim relating to any Tax Lien where the Property Owner or the Property is or becomes the subject of a Bankruptcy Proceeding, and shall provide the Law Department with copies thereof upon request; provided, however, that the Servicer shall have no such obligation with respect to any unidentified Bankruptcy Tax Lien existing prior to the applicable Conveyance Sale Date in the event that the time for filing a proof of claim with respect to such Tax Lien has elapsed by the date on which the Servicer becomes aware that such Tax Lien is a Bankruptcy Tax Lien. The Servicer shall file a notice of appearance and request for notice in accordance with Rule 2002 of the Federal Rules of Bankruptcy Procedure in any and all Bankruptcy Proceedings relating to the Tax Liens. The Servicer shall comply with Rule 3001(e) of the Federal Rules of Bankruptcy Procedure with respect to the Bankruptcy Tax Liens. (d) The Servicer shall not take any steps in violation of applicable bankruptcy laws regarding any Tax Lien as to which the related Property Owner is Bankrupt. To this end but without limiting the generality of the foregoing, the Servicer shall, with respect to the Bankruptcy Tax Liens, unless authorized by the applicable bankruptcy court, refrain from any acts of collection during the time that the related Property Owner or the Property is the subject of a Bankruptcy Proceeding (the “Restrained Acts”), including (i) the application of costs of any advertisements and notices given in connection with the sale of such Bankruptcy Tax Liens by the City to the Issuer as well as the additional 5% surcharge on the total amount of the Bankruptcy Tax Lien which is added pursuant to the City Admin. Code, (ii) interest rate increases pursuant to Section 11-332 of the City Admin. Code and (iii) any act to enforce or collect the Bankruptcy Tax Liens by act of foreclosure or other legal means (including but not limited to the sending of letters other than those required by statute) without first obtaining appropriate judicial relief; provided, however, that the Servicer may send each Property Owner a so-called “hello letter” in which the Servicer identifies itself as the servicer of the Tax Liens. Additionally, any time periods for the commencement of foreclosure proceedings shall be suspended during the time the related Property Owner is Bankrupt. (e) The Servicer shall keep confidential all communications, whether written, oral, or otherwise, between the Servicer and the City with respect to Legal Challenges, with respect to any compromises or reductions of the Redemptive Value of one or more Tax Liens; provided,, however, that the Servicer may disclose such information to (i) its professional consultants and (ii) to any other person to which such disclosure may be required (1) in compliance with any law, rule, regulation or order applicable to it, (2) in response to any subpoena or other legal process or (3) by this Servicing Agreement. (f) The Servicer shall charge interest on the Tax Liens through the date of collection, subject to applicable Laws. In the event of payments sent to the Servicer rather than the MTAG Issuer Lockbox, the Servicer shall charge an additional day’s interest, subject to applicable Laws.

Duties and Responsibilities as to Servicing. (a) The Servicer shall service and administer the Tax Liens listed on Exhibit A attached hereto and made a part hereof (as such Exhibit A may be amended from time to time to reflect Tax Liens listed on Schedule B to the Second Direct Sale Agreement or Schedule A to the First Direct Sale Agreement, Deleted Tax Liens, Eligible Substitute Tax Liens and Tax Liens charged-off pursuant to Section 2.09(a) hereof or to reflect additional Tax Liens transferred pursuant to Purchase Agreements, PACE Charge Lien Direct Sale Purchase Agreements or PACE Charge Lien Transfer Agreements dated after the date hereof) (as so amended from time to time, the “Tax Lien Schedule”) for the purposes for which the Issuer was created as set forth in Section 2.05 of the Trust Agreement in accordance with the terms of this Servicing Agreement and the provisions of all applicable Laws and, unless expressly provided to the contrary herein, giving due consideration to customary and usual standards of practice of prudent institutional residential and commercial loan servicers and asset managers servicing or managing, as the case may be, comparable assets for their own account, and taking into account its other obligations hereunder, but without regard to: (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the related Property Owner; (ii) the ownership of any Bond by the Servicer or any Affiliate of the Servicer; (iii) the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction; (iiiiv) the ownership, or servicing or management for others by the Servicer or any Affiliate of the Servicer of any other assets similar to the Tax Liens; or (ivv) the fact that the Servicer’s best interest and the Owner’s best interest may not be the same. In the event the Servicer discovers that its servicing activities on behalf of any other Person conflict or may conflict with the Servicer’s obligations under this Servicing Agreement, then the Servicer shall give written notice to the Issuer and the Owner of such conflict within ten days of discovering such conflict, and the Servicer shall resolve such conflict within ninety days of giving such notice to the Issuer and the Owner. Without intending to limit the rights of the Servicer under Section 15.01 hereof, in the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Tax Lien or REO Property as a result of one or more of the factors described in the foregoing clauses (i) through (iv) or is unable to comply as a matter of law, it may arrange for the Co-Servicer to perform its duties with respect to such Tax Lien or REO Property. In such event, the Servicer shall be deemed to be in compliance therewith. (b) Subject to any express limitations set forth in this Servicing Agreement, the Servicer shall seek to recover on a timely basis the largest amount possible with respect to each Tax Lien; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer of the collectability of the Tax Liens or of its ability to effect the timely or complete recovery thereof. Subject only to the above-described servicing standards and the terms of this Servicing Agreement and of the respective Tax Liens, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that under no circumstances (other than during a period when a Property Owner is Bankrupt) shall the Servicer agree with any Property Owner to compromise or reduce the Redemptive Value of any Tax Lien. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Issuer to, with respect to each Tax Lien it is obligated to service pursuant to this Servicing Agreement, prepare, execute and deliver, on behalf of the Collateral Agent Bondholders and Custodian the Indenture Trustee and the Issuer and or any PACE Charge Lien Ownerof them, any and all documents or other instruments necessary to maintain the lien of or enforce the Tax Liens on each Property if, in its reasonable judgment, such action is in accordance with, or is required by, this Servicing Agreement. Without limiting the generality of the power and authority granted herein, the Servicer shall also have full power and authority to prepare, execute, acknowledge and deliver, in connection with any foreclosure action brought pursuant to Section 9.01 hereof, on behalf of the applicable parties to this Agreement and on behalf of each PACE Charge Lien Owner under the applicable PACE Charge Lien Direct Sale Purchase Agreement or PACE Charge Lien Transfer Agreement, the following documents: (i) affidavit of verification of debt, (ii) affidavit in support of default judgment, (iii) affidavit in support of motion for summary judgment, (iv) affidavit regarding testimony before referee, (v) computation of amount due oath, (vi) combined verification, oath and designation regarding the appointment of an administrator with the surrogates court and (vii) such other oaths, affidavits and/or documents as may be necessary for the prosecution of the foreclosure action. The Servicer shall take such steps as are customary to monitor the status of liens or other encumbrances that could be superior in lien priority to the lien of the Tax Liens, but shall have no obligation hereunder to take any action, as the Servicer may deem appropriate, to protect the Trust Estate against any such superior liens until the time, if any, of the actual foreclosure of such superior lien, and such actions shall be subject to the availability of funds hereunder for such purpose. Subject to Section 2.03 hereof, the Issuer and the Collateral Agent and Custodian shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer and necessary or appropriate (as certified in such written request) to enable the Servicer to carry out its servicing and administrative duties hereunder, including but not limited to a power of attorney in substantially the form set forth as Exhibit L hereto, which shall be executed and delivered to the Servicer on the Initial Closing Date and, at the Servicer’s discretion, filed in each county in the City. The execution of this Agreement by the Servicer hereby constitutes the written request of a Servicing Officer for the Issuer and the Collateral Agent and Custodian to execute and deliver such power of attorney, and certification that such power of attorney is necessary and appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) The Servicer shall at all times maintain accurate records and books of account, an adequate system of audit and internal controls and otherwise service the Tax Liens in a responsible, business-like manner and in accordance with good and accepted commercial practice. Except as the City (or the Law Department) may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the City, and shall notify the Issuer and the PACE Program Administrator, as applicable, Indenture Trustee on at least a monthly basis, in writing of any event, circumstance or occurrence of which it has actual knowledge that could, in the reasonable judgment of the Servicer, materially adversely affect: (a) the terms of any Tax Lien, including any legal challenges filed in any judicial or administrative proceeding (whether in a foreclosure or Bankruptcy Proceeding or otherwise) to the amount, the enforceability or the lien priority thereof (a “Legal Challenge”), (b) the Property related to such Tax Lien, or (c) the ability of the Servicer to service any Tax Lien or to otherwise perform and carry out its duties, responsibilities and obligations under this Servicing Agreement. Except as the Law Department may otherwise instruct the Servicer in writing, the Servicer shall promptly notify the Law Department and the PACE Program Administrator, as applicable, of any and all Legal Challenges of which the Servicer has actual knowledge, whether or not the Servicer deems them to be material. Recognizing the obligation of the City in Section 5.02 of the applicable Purchase Agreement to defend and protect the interests of the Issuer in the Tax Liens and in the proceeds thereof, the Servicer shall, unless notified to the contrary by the City, turn over the defense of any Legal Challenge to the City. In connection therewith the Servicer shall forthwith provide the Law Department with copies of any papers served or filed in connection with such a Legal Challenge. The Servicer acknowledges that the City, in defending any such Legal Challenge, may authorize a compromise or reduction of the Redemptive Value of the Tax Lien which is the subject of such Legal Challenge. If at any time in connection with a Legal Challenge the Bank Indenture Trustee shall receive any discovery request, including a request to produce documents, the Bank Indenture Trustee shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. If at any time in connection with a Legal Challenge the Bank Indenture Trustee receives a request to provide a deposition, the Bank Indenture Trustee shall notify the Servicer of such request and the Servicer shall be responsible for responding to such request within the applicable time frame. In the event that it is necessary for the Bank Indenture Trustee to provide a deposition, the Servicer shall appear at such deposition on behalf of the BankIndenture Trustee. The Servicer shall have the sole obligation to file any and all proofs of claim relating to any Tax Lien where the Property Owner or the Property is or becomes the subject of a Bankruptcy Proceeding, and shall provide the Law Department with copies thereof upon request; provided, however, that the Servicer shall have no such obligation with respect to any unidentified Bankruptcy Tax Lien existing prior to the applicable Conveyance Sale Date in the event that the time for filing a proof of claim with respect to such Tax Lien has elapsed by the date on which the Servicer becomes aware that such Tax Lien is a Bankruptcy Tax Lien. The Servicer shall file a notice of appearance and request for notice in accordance with Rule 2002 of the Federal Rules of Bankruptcy Procedure in any and all Bankruptcy Proceedings relating to the Tax Liens. The Servicer shall comply with Rule 3001(e) of the Federal Rules of Bankruptcy Procedure with respect to the Bankruptcy Tax Liens. (d) The Servicer shall not take any steps in violation of applicable bankruptcy laws regarding any Tax Lien as to which the related Property Owner is Bankrupt. To this end but without limiting the generality of the foregoing, the Servicer shall, with respect to the Bankruptcy Tax Liens, unless authorized by the applicable bankruptcy court, refrain from any acts of collection during the time that the related Property Owner or the Property is the subject of a Bankruptcy Proceeding (the “Restrained Acts”), including (i) the application of costs of any advertisements and notices given in connection with the sale of such Bankruptcy Tax Liens by the City to the Issuer as well as the additional 5% surcharge on the total amount of the Bankruptcy Tax Lien which is added pursuant to the City Admin. Code, (ii) interest rate increases pursuant to Section 11-332 of the City Admin. Code and (iii) any act to enforce or collect the Bankruptcy Tax Liens by act of foreclosure or other legal means (including but not limited to the sending of letters other than those required by statute) without first obtaining appropriate judicial relief; provided, however, that the Servicer may send each Property Owner a so-called “hello letter” in which the Servicer identifies itself as the servicer of the Tax Liens. Additionally, any time periods for the commencement of foreclosure proceedings shall be suspended during the time the related Property Owner is Bankrupt. (e) The Servicer shall keep confidential all communications, whether written, oral, or otherwise, between the Servicer and the City with respect to Legal Challenges, with respect to any compromises or reductions of the Redemptive Value of one or more Tax Liens; provided,, however, that the Servicer may disclose such information to (i) its professional consultants and (ii) to any other person to which such disclosure may be required (1) in compliance with any law, rule, regulation or order applicable to it, (2) in response to any subpoena or other legal process or (3) by this Servicing Agreement. (f) The Servicer shall charge interest on the Tax Liens through the date of collection, subject to applicable Laws. In the event of payments sent to the Servicer rather than the Tower Issuer Lockbox, the Servicer shall charge an additional day’s interest, subject to applicable Laws.