Common use of Servicing and Subservicing Agreement Requirements Clause in Contracts

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Participant, the Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than 30 days prior notice in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement); (iii) provide that Participant as well as the Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights upon the occurrence of any Event of Default; (iv) provide that the Servicer (or Subservicer) and the Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Company and the Servicer (or between the Servicer and the Subservicer); (v) provide that Participant is a third party beneficiary thereunder and entitled to enforce the same upon the occurrence of any Event of Default; (vi) upon the occurrence of any Event of Default, provide that Participant may exercise all of the rights of the Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee; (vii) provide that Participant (and its representatives) shall have access to and the right to review, copy and audit the books and records of Servicer and any Subservicers and that the Servicer and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Participant’s (and its representatives) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Collateral, the Servicing, or the Collection Account or any other accounts established or maintained pursuant to this Agreement or the Servicing Agreement, or any matters relating to this Agreement or the rights or obligations hereunder (to the extent provided in

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by the Participant, the Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Collateral (including the Acquired Collateral) by the Servicer (or any Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than 30 days days’ prior notice in upon the occurrence and during the continuance of an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement); (iii) provide that the Participant as well as the Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights upon the occurrence and during the continuance of any an Event of Default; (iv) provide that the Servicer (or any Subservicer) and the Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Company and the Servicer (or between the Servicer and the Subservicer); (v) provide that Participant the Participant, and in the case of any Subservicing Agreement, the Company, is a third party beneficiary thereunder and entitled to enforce the same upon the occurrence and during the continuance of any Event of Default; (vi) provide that, upon the occurrence and during the continuance of any Event of Default, provide that the Participant may exercise all of the rights of the Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee; (vii) provide that the Participant and the Company (and its their respective representatives) shall have access to and the right to review, copy and audit the books and records of the Servicer and any Subservicers and that the Servicer and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer the Participant’s (and its representatives’) questions or to discuss any matter relating to the Servicer’s or any Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Collateral, the ServicingAcquired Collateral, or the Collection Account or any other accounts established or maintained pursuant to this Agreement or the Servicing Agreement or Subservicing Agreement, or any matters relating to this Agreement or the rights or obligations hereunder (to the extent provided inin Section 5.05); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis and that under no circumstances are funds other than Loan Proceeds and interest and earnings thereon to be deposited into the Collection Account; (ix) provide that under no circumstances are any funds other than LIP Funds and interest and earnings thereon to be deposited into the LIP Account; (x) provide that the Servicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b) or a similar event with respect to the Servicer, Subservicer or any Affiliate thereof; (xi) provide that the Servicer shall not transfer or assign its rights under the Servicing Agreement, other than its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited transfer shall be void ab initio; (xii) provide that all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xiii) provide for such other matters as are necessary or appropriate to ensure that the Servicer and any Subservicer are obligated to comply with the Servicing Obligations of the Company hereunder; (xiv) provide a full release and discharge of the Participant and any predecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Participant or such other predecessor servicer prior to the Closing Date (other than due to gross negligence or willful misconduct of the Participant or other predecessor servicer), which for the avoidance of doubt, shall not release any claims for breaching this Agreement or any of the Ancillary Documents and shall not relieve the Participant of any liability for losses to be reimbursed under any of the Ancillary Documents; and (xv) not conflict with the terms and provisions of this Agreement or the Ancillary Documents insofar as the terms and provisions apply to the Servicer or the Servicing Obligations. Nothing contained in the Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), the terms of this Agreement (without reference to the Servicing Agreement) shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Participant, the each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than 30 days prior notice in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement)) has occurred; (iii) provide that Participant as well as the Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights upon the occurrence of any Event of Default, as and to the extent provided in Section 10.02(a); (iv) provide that the Servicer (or any Subservicer) and the Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Company and the Servicer (or between the Servicer and the Subservicer); (v) provide that Participant is a third party beneficiary thereunder and entitled to enforce the same upon the occurrence of any Event of Default; (vi) upon the occurrence of any Event of Default, provide that Participant may exercise all of the rights of the Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee; (vii) provide that Participant (and its representatives’) shall have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that the Servicer all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Participant’s (and its representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Collateral, the Servicing, or the Collection Account or any other accounts established or maintained pursuant to this Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to this Agreement or the rights or obligations hereunder (to the extent provided inin Section 5.05); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon to be deposited into the Collection Account, and under no circumstances are any funds, other then LIP Funds and interest and earnings thereon, to be deposited into the LIP Account; (ix) provide that the Servicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b); (x) provide that the Servicer shall not transfer or assign its rights under the Servicing Agreement, other than its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited transfer shall be void ab initio; (xi) provide for such other matters as are necessary or appropriate to ensure that the Servicer is obligated to comply with the Servicing Obligations of the Company hereunder; (xii) provide a full release and discharge of Participant and any predecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Participant or such other predecessor servicer prior to the Servicing Transfer Date (other than due to gross negligence or willful misconduct of Participant or other predecessor servicer); and (xiii) not conflict with the terms and provisions of this Agreement or the Ancillary Documents insofar as the terms and provisions apply to the Servicer or the Servicing Obligations. Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), the terms of this Agreement (without reference to the Servicing Agreement) shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Participant, the each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than 30 days prior notice in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement)) has occurred; (iii) provide that Participant as well as the Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights upon the occurrence of any Event of Default, as and to the extent provided in Section 10.02(a); (iv) provide that the Servicer (or any Subservicer) and the Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Company and the Servicer (or between the Servicer and the Subservicer); (v) provide that Participant is a third party beneficiary thereunder and entitled to enforce the same upon the occurrence of any Event of Default; (vi) upon the occurrence of any Event of Default, provide that Participant may exercise all of the rights of the Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee; (vii) provide that Participant (and its representatives’) shall have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that the Servicer all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Participant’s (and its representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Collateral, the Servicing, or the Collection Account or any other accounts established or maintained pursuant to this Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to this Agreement or the rights or obligations hereunder (to the extent provided inin ); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon to be deposited into the Collection Account, and under no circumstances are any funds, other then LIP Funds and interest and earnings thereon, to be deposited into the LIP Account; (ix) provide that the Servicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b); (x) provide that the Servicer shall not transfer or assign its rights under the Servicing Agreement, other than its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited transfer shall be void ab initio; (xi) provide for such other matters as are necessary or appropriate to ensure that the Servicer is obligated to comply with the Servicing Obligations of the Company hereunder; (xii) provide a full release and discharge of Participant and any predecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Participant or such other predecessor servicer prior to the Servicing Transfer Date (other than due to gross negligence or willful misconduct of Participant or other predecessor servicer); and (xiii) not conflict with the terms and provisions of this Agreement or the Ancillary Documents insofar as the terms and provisions apply to the Servicer or the Servicing Obligations. Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), the terms of this Agreement (without reference to the Servicing Agreement) shall control.