Common use of Servicing Duties Clause in Contracts

Servicing Duties. (a) On or before the Closing Date, the Backup Servicer and the Trustee will enter into the Aegis Finance Servicing Agreement with Aegis Finance pursuant to which Aegis Finance shall act as Servicer with respect to the Receivables. Any Servicer shall be, and shall remain, for so long as it is acting as Servicer, an Eligible Servicer. The Backup Servicer shall review each Monthly Servicing Certificate required to be provided by the Servicer pursuant to paragraph III.B.6 of the Servicing Agreement and shall notify the Trustee, each Rating Agency and each Certificateholder of any discrepancy in such Monthly Servicing Certificate which cannot be corrected in accordance with paragraph III.B.6 of the Servicing Agreement. (b) In the event of termination of the rights and obligations of the Servicer under the Servicing Agreement, the Backup Servicer shall, in accordance with paragraph VI of the Servicing Agreement, act as Servicer of the Receivables by assuming such rights and obligations under the Servicing Agreement unless a successor Servicer, other than the Backup Servicer, is appointed by the Trustee under the Servicing Agreement; provided, however, that the Backup Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in the Servicing Agreement or in any related document or agreement. (c) Any Servicing Agreement that may be entered into and any other transactions or servicing arrangements relating to the Receivables and the other Trust Property involving a Servicer in its capacity as such shall be deemed to be for the benefit of the Trust, the Trustee and the Certificateholders. (d) Other than the duties specifically set forth in this Agreement and the Servicing Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and the Servicing Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer.

Servicing Duties. (a) On or before the Closing Date, the Backup Servicer and the Trustee will enter into the Aegis Finance Servicing Agreement with Aegis Finance pursuant to which Aegis Finance shall act as Servicer with respect to the Receivables. Any Servicer shall be, and shall remain, for so long as it is acting as Servicer, an Eligible Servicer. The Backup Servicer shall review each Monthly Servicing Certificate required to be provided by the Servicer pursuant to paragraph III.B.6 of the Servicing Agreement and shall notify the Trustee, each Rating Agency Trustee and each Certificateholder of any discrepancy in such Monthly Servicing Certificate which cannot be corrected in accordance with paragraph III.B.6 of the Servicing Agreement. (b) In the event of termination of the rights and obligations of the Servicer under the Servicing Agreement, the Backup Servicer shall, in accordance with paragraph VI of the Servicing Agreement, act as Servicer of the Receivables by assuming such rights and obligations under the Servicing Agreement unless a successor Servicer, other than the Backup Servicer, is appointed by the Trustee under the Servicing Agreement; provided, however, that the Backup Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in the Servicing Agreement or in any related document or agreement. (c) Any Servicing Agreement that may be entered into and any other transactions or servicing arrangements relating to the Receivables and the other Trust Property involving a Servicer in its capacity as such shall be deemed to be for the benefit of the Trust, the Trustee and the Certificateholders. (d) Other than the duties specifically set forth in this Agreement and the Servicing Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and the Servicing Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer.

Servicing Duties. (a) On or before Servicer agrees to provide servicing and management of the Loan Portfolio at all times on and after the Closing Date and continuing through the earliest of (the “Servicing Termination Date”): (i) the termination of Servicer hereunder, in its capacity as servicer, by the Backup mutual written consent of Servicer, Borrower, and Agent; provided, that neither Servicer nor Borrower shall be released from any obligations to perform its duties under this Agreement, and each of Servicer and Borrower shall continue performance of such obligations in full compliance with the Trustee will enter into standards prescribed by Section 9.5, until the Aegis Finance Servicing date (the “Transition Completion Date”) when the transition and establishment of replacement arrangements for servicing and managing the Loan Portfolio have been completed to Agent’s satisfaction, in its Permitted Discretion, (ii) the date upon which Agent has terminated Servicer, in its capacity as servicer hereunder in accordance with Section 9.9 of this Agreement, by written notice to each of Servicer and Borrower, after the occurrence and continuation of a Servicer Termination Event, subject to each of Servicer’s and Borrower’s continuing transition obligations as provided herein, and (iii) the date upon which this Agreement with Aegis Finance pursuant and the Lenders’ Commitments have been terminated and the Obligations have been paid in full in all cases subject to which Aegis Finance shall act as Servicer the terms of this Agreement. Such services include, without limitation, (A) possessing, keeping and maintaining Books, (B) receiving, processing, accounting for, and delivering, or arranging for the delivery of, all Collections with respect to the Receivables. Any Servicer shall beLoan Portfolio to Trustee or as Trustee otherwise designates until the Servicing Termination Date, (C) monitoring and pursuing payment of Portfolio Loans and Purchased Participations, (D) monitoring and managing all Portfolio Loan Collateral, (E) subject to Section 9.7, monitoring and managing non-judicial and judicial enforcement, liquidation and collection of the Portfolio Loans and Purchased Participations, including engagement of attorneys or other professionals for such purpose, and shall remain, for so long (F) taking all lawful actions and procedures as it is acting as Servicer, an Eligible Servicer. The Backup Servicer shall review each Monthly Servicing Certificate are reasonably required to be provided (1) promptly and diligently comply with Borrower’s obligations under Portfolio Loans and Purchased Participations, (2) maximize the value of the Loan Portfolio, and (3) collect the Portfolio Loans and Purchased Participations included therein. Further, in the event that the Servicing Termination Date occurs as a result of termination of Servicer’s servicing obligations hereunder by the Servicer Agent pursuant to paragraph III.B.6 Section 9.11(b), Servicer will continue to process, account for, and deliver to Trustee any Collections with respect to the Loan Portfolio that Servicer or Borrower receives following termination of the Servicing this Agreement and shall notify the Trustee, each Rating Agency and each Certificateholder of any discrepancy in such Monthly Servicing Certificate which cannot be corrected in accordance with paragraph III.B.6 of the Servicing Agreementpursuant to Section 9.11(b). (b) In Notwithstanding anything to the event of termination of the rights and obligations of the Servicer under the Servicing Agreementcontrary contained herein, the Backup Servicer shall, in accordance with paragraph VI of the Servicing Agreement, act as Servicer of the Receivables by assuming such rights and obligations under the Servicing Agreement unless a successor Servicer, other than the Backup Servicer, is appointed exercise by the Trustee under the Servicing Agreement; provided, however, that the Backup Servicer Lender Group of their rights hereunder shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession or for any breach by the Servicer of release Borrower from any of its representations duties or responsibilities with respect to the Loan Portfolio and warranties contained shall not, prior to the Transition Completion Date, release Servicer from any of its duties under this Section 9 or from any liability with respect to any such duties. The Lender Group and Trustee shall not have any obligation or liability with respect to the Loan Portfolio (except as otherwise provided herein in the Servicing Agreement or in case of Trustee), nor shall any related document or agreementof them be obligated to perform any of the obligations of Servicer hereunder. (c) Any Servicing Agreement that may be entered into and any other transactions or servicing arrangements relating to the Receivables Each of Borrower, Trustee, and the other Trust Property involving a Lender Group hereby authorizes Servicer (including any successor thereto) to take any and all reasonable steps in its capacity as such shall be deemed name and on its behalf necessary or desirable in the determination of Servicer and not inconsistent with the sale of the Loan Portfolio to be Borrower under the Sale Agreement and, thereafter, the pledge by Borrower to Trustee, for the benefit of the TrustLender Group, hereunder, to collect all amounts due under the Trustee and the Certificateholders. (d) Other than the duties specifically set forth in this Agreement and the Servicing Agreement, the Backup Servicer shall have no obligation hereunderLoan Portfolio, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to supervisethe Loan Portfolio and, verifyafter the delinquency of any Portfolio Loan or Purchased Participation included therein, monitor or administer and to the performance extent permitted under and subject to Section 9.7, to commence proceedings with respect to enforcing payment thereof, to the same extent as Servicer could have done if it had continued to own the Loan Portfolio. Borrower, and Trustee, on behalf of the Servicer. The Backup Lender Group, shall furnish Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable Servicer to carry out its servicing and administrative duties hereunder, and shall have no liability for any actions taken or omitted by cooperate with Servicer to the Servicer. The duties and obligations fullest extent in order to ensure the collectability of the Backup Loan Portfolio. In no event shall Servicer be entitled to make any member of the Lender Group or Trustee a party to any litigation without such party’s express prior written consent, or to make Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Agent’s consent in its Permitted Discretion. Foreclosure shall not be determined solely by made in the name of Trustee without the express provisions written consent of this Agreement the Trustee in its sole and the Servicing Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicerabsolute discretion.

Servicing Duties. (a) On or before 2.1 Until the Closing Date, the Backup Servicer and the Trustee will enter into the Aegis Finance Servicing Agreement with Aegis Finance pursuant to which Aegis Finance shall act as Servicer with respect to the Receivables. Any Servicer shall be, and shall remain, for so long as it is acting as Servicer, an Eligible Servicer. The Backup Servicer shall review each Monthly Servicing Certificate required to be provided by termination of the Servicer pursuant to paragraph III.B.6 of Section 11.1, the Servicing Agreement Loans included in the Portfolio shall be administered, serviced and shall notify collected by the TrusteeSeller, each Rating Agency and each Certificateholder of any discrepancy in such Monthly Servicing Certificate which cannot be corrected in accordance with paragraph III.B.6 of as Servicer. The Seller hereby agrees to perform the Servicing Agreement. (b) In the event of termination of the rights duties and obligations of the Servicer under pursuant to the Servicing terms hereof at no additional cost to the Guarantor, in consideration of the consideration paid for the Loans and the Related Security pursuant to the Mortgage Sale Agreement. Subject to the provisions hereof, the Backup Servicer shallshall administer, service and collect the Loans and their Related Security as agent for the Guarantor until the date of termination of this Agreement in accordance with paragraph VI the provisions of this Agreement. The Bond Trustee consents to the appointment of the Servicing Servicer on the terms and subject to the conditions of this Agreement. 2.2 The Servicer, act as agent for the Guarantor (to the extent provided herein), shall perform its duties hereunder with reasonable care and diligence, using that degree of skill and attention that the Servicer exercises in managing, servicing, administering, collecting on and performing similar functions relating to comparable loans that it services for itself or other Persons and in accordance with the Credit and Collection Policy. 2.3 Without limiting the generality of the Receivables authority granted by assuming such rights and obligations under the Servicing Agreement unless a successor appointment of the Servicer, and subject to the other than provisions hereof, the Backup Servicer, Servicer is appointed hereby authorized and empowered by the Trustee Guarantor to take any and all reasonable steps in its name and on its behalf that are necessary or desirable and not inconsistent with the sale, transfer and assignment of the Loans and the Related Security to the Guarantor, except that the Servicer shall not be required to notify any Person of the Guarantor’s interest therein until the occurrence of a Registered Title Event, to collect all amounts due under any and all Loans, including executing and delivering, on behalf of the Servicing AgreementGuarantor and any subsequent assignees, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Loans or the Related Security and, after delinquency of any such Loans and to the extent permitted under and in compliance with applicable Law, to commence proceedings with respect to enforcing payment of such Loans and the Related Security, and adjusting, settling or compromising the account or payment thereof, to the same extent as the Seller could have done if it owned all such Loans. The Guarantor shall furnish the Servicer with any powers of attorney and other documents that are within the ability of the Guarantor to furnish and which are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder as agent of the Guarantor. 2.4 Subject to Section 2.5, for the benefit of the Guarantor, the Servicer shall use reasonable efforts, consistent with the Credit and Collection Policy and its customary servicing procedures used with respect to Loans serviced by the Servicer on its own behalf and on behalf of others, to (a) collect or enforce each Loan and Related Security and any related insurance policy (against the related Property, Borrower, insurer or otherwise), and (b) liquidate or convert the related Property securing any Loan which is and continues to be a Defaulted Loan and as to which no satisfactory arrangements can be made with the Borrower for the collection of delinquent payments thereunder or as to which the Servicer shall have otherwise determined eventual payment in full is unlikely; provided, however, that the Backup Servicer shall, subject to applicable Law, liquidate or convert any real or immovable property securing such Defaulted Loan within 180 days of the date of the payment default under such Defaulted Loan, unless such Defaulted Loan shall have been paid in full within such 180-day period. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of similar conventional mortgage loan receivables owned or serviced by it, which may include selling the related Property at public or private sale. 2.5 If in any enforcement suit or legal proceeding, it shall be held that the Servicer may not enforce a right under a Loan or the Related Security on the grounds that it should not be liable or is not a real party in interest or a holder entitled to enforce rights in respect of the Loan or Related Security, the Guarantor shall, at the Servicer’s expense and direction, take such steps as are necessary to enforce the Loan or the Related Security. 2.6 If the Servicer receives any funds whatsoever arising from the Loans and their Related Security included in the Portfolio which belong to the Guarantor and are to be paid to the GDA Account (or, if applicable, the Stand-by GDA Account) or to the Cash Manager pursuant to this Agreement or any of the other Transaction Documents or otherwise, it will hold such funds in trust for any acts, omissions or obligations the Guarantor and shall (a) prior to a downgrade of the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, transfer such monies on or before the next Guarantor Payment Date (i) at any time prior to such succession a downgrade of the ratings of the Cash Manager by one or for more Rating Agencies below the Cash Management Deposit Ratings or the occurrence of a Covered Bond Guarantee Activation Event, to the Cash Manager, and (ii) at any breach time following a downgrade of the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings or the occurrence of a Covered Bond Guarantee Activation Event, directly into the GDA Account; and (b) in the event of a downgrade of the ratings of the Servicer by one or more of the Rating Agencies below the Servicer Deposit Threshold Ratings, transfer such monies (i) at any time prior to a downgrade of its representations the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings or the occurrence of a Covered Bond Guarantee Activation Event, to the Cash Manager, and warranties contained (ii) at any time following a downgrade of the ratings of the Cash Manager by one or more of the Rating Agencies below the Cash Management Deposit Ratings or the occurrence of a Covered Bond Guarantee Activation Event, directly into the GDA Account, in either case within two Canadian Business Days of the Servicing Agreement collection and/or receipt thereof. 2.7 The Servicer shall remit to the relevant Governmental Authority all Taxes collected by it pursuant to the terms of, or in respect of, a Loan, and to prepare and file all returns and reports related thereto, and the Guarantor shall forthwith remit to the Servicer any amounts paid by a Borrower in respect of Taxes that are paid to the Guarantor. In accordance with the Credit and Collection Policy, the Servicer will, with respect to any Loan, pay (i) arrears of Taxes or utilities, (ii) costs of repairing, maintaining, insuring or securing the related document Property, (iii) costs of liquidating or agreement. disposing of such Loan if it becomes a Defaulted Loan or the related Property, and (civ) Any Servicing Agreement that may be entered into and any other transactions cost or servicing arrangements relating to expense, which the Receivables Servicer deems necessary or advisable, acting in a reasonable and the other Trust Property involving a Servicer in its capacity as such shall be deemed to be for the benefit of the Trust, the Trustee and the Certificateholders. (d) Other than the duties specifically set forth in this Agreement and the Servicing Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitationprudent manner, to supervise, verify, monitor preserve or administer maintain the performance realizable value of such Loan or the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and the Servicing Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicerrelated Property.