Common use of Servicing of REO Assets Clause in Contracts

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit M, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective REO Asset Owner’s limited liability company operating agreement) to be deposited into the Collection Account within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan Collateral Obligation that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6Asset, the Servicer shall first cause the applicable Seller Borrower to transfer and assign such Real Estate Loan Collateral Obligation (or the portion thereof owned by such Sellerthe Borrower) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in reasonably acceptable to the form of Exhibit L. Facility Agent. All membership equity interests and any other equity of the REO Asset Owner acquired by the applicable Seller Borrower shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 12.1 and shall be promptly delivered to the Collateral CustodianAgent, each undated and duly indorsed in blank. Notwithstanding anything to the contrary contained in any Transaction Document, the Borrower shall not be required to grant a security interest in more than sixty-five percent (65%) of the stock entitled to vote (within the meaning of United States Treasury Regulation Section 1.956-2(c)(2)) of any REO Asset Owner that is a “controlled foreign corporation” as defined in Section 957 of the Code. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in organizational documents reasonably acceptable to the form as Exhibit M, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Facility Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement organizational documents without first obtaining the written consent of the Administrative Facility Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable LawsLaw, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, and (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset Servicing Standard (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined or comparable definition set forth in the respective REO Asset Owner’s limited liability company operating agreementorganization documents) to be deposited into the Collection Account within two three (3) Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, following receipt of written consent of the Administrative Agent (which consent may be evidenced by the execution by the Administrative Agent of any supplement to the REO Pledge Agreement with respect to any REO Asset Owner newly formed to hold such REO Asset), the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such the Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. G (an “REO Contribution Agreement”). All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and the REO Pledge Agreement and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit MH, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective each REO Asset Owner’s limited liability company operating agreement) to be deposited into the Collection Account promptly, and in any event within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, following receipt of written consent of the Administrative Agent (which consent may be evidenced by the execution of the Administrative Agent of any supplement to the REO Pledge Agreement with respect to any REO Asset Owner newly formed to hold such REO Asset), the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such the Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. 09-G (an “REO Contribution Agreement”). All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and the REO Pledge Agreement and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit M09-H, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective each REO Asset Owner’s limited liability company operating agreement) to be 112 deposited into the Collection Account promptly, and in any event within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, following receipt of written consent of the Administrative Agent (which consent may be evidenced by the execution of the Administrative Agent of any supplement to the REO Pledge Agreement with respect to any REO Asset Owner newly formed to hold such REO Asset), the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such the Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. 09-G (an “REO Contribution Agreement”). All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and the REO Pledge Agreement and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit M09-H, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective each REO Asset Owner’s limited liability company operating agreement) to be deposited into the Collection Account promptly, and in any event within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, following receipt of written consent of the Administrative Agent (which consent may be evidenced by the execution by the Administrative Agent of any supplement to the REO Pledge Agreement with respect to any REO Asset Owner newly formed to hold such REO Asset), the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such the Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. G (an "REO Contribution Agreement”). All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and the REO Pledge Agreement and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit MH, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective each REO Asset Owner’s limited liability company operating agreement) to be deposited into the Collection Account promptly, and in any event within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Pledged Collateral into an REO Asset in accordance with Section 6.6Asset, the Servicer shall first cause the applicable Seller Pledgor that owns the Loan to transfer and assign such Real Estate Loan (or the portion thereof owned by such Sellerentity) to a special purpose vehicle (the ““ REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. 37(a). All membership interests and any other equity Capital Stock of the REO Asset Owner acquired by the applicable Seller Pledgor shall immediately become a part of the Pledged Collateral and be subject to the grant of a security interest under Section 9.1 and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank2(a). The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit M37(b), with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Collateral Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Collateral Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries recoveries on such REO Asset (collectively, the ““ REO Servicing Standard”). The Servicer will cause all Any “Distributable Cash” (as defined in the respective REO Asset Owner’s limited liability company operating agreement) and any other recoveries with respect to the applicable REO Asset or REO Asset Owner that are attributable to any Pledgor shall be deposited into promptly distributed to such Pledgor in accordance with the Collection Account within two Business Days REO Asset Owner’s limited liability company operating agreement and shall immediately become a part of receipt thereofthe Pledged Collateral. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Collateral into an REO Asset in accordance with Section 6.6, following receipt of written consent of the Administrative Agent (which consent may be evidenced by the execution by the Administrative Agent of any supplement to the REO Pledge Agreement with respect to any REO Asset Owner newly formed to hold such REO Asset), the Servicer shall first cause the applicable Seller to transfer and assign such Real Estate Loan (or the portion thereof owned by such the Seller) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. G (an “REO Contribution Agreement”). All membership interests and any other equity of the REO Asset Owner acquired by the applicable Seller shall immediately become a part of the Collateral and be subject to the grant of a security interest under Section 9.1 and the REO Pledge Agreement and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank. The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit MH, with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all “Distributable Cash” (as defined in the respective each REO Asset Owner’s limited liability company operating agreement) to be deposited into the Collection 110 Account promptly, and in any event within two Business Days of receipt thereof. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.

Servicing of REO Assets. (a) If, in the reasonable business judgment of the Servicer, it becomes necessary to convert any Loan that is secured by a Mortgage or real property and included in the Pledged Collateral into an REO Asset in accordance with Section 6.6Asset, the Servicer shall first cause the applicable Seller Pledgor that owns the Loan to transfer and assign such Real Estate Loan (or the portion thereof owned by such Sellerentity) to a special purpose vehicle (the “REO Asset Owner”) using a contribution agreement substantially in the form of Exhibit L. 37(a). All membership interests and any other equity Capital Stock of the REO Asset Owner acquired by the applicable Seller Pledgor shall immediately become a part of the Pledged Collateral and be subject to the grant of a security interest under Section 9.1 and shall be promptly delivered to the Collateral Custodian, each undated and duly indorsed in blank2(a). The REO Asset Owner shall be formed and operated pursuant to a limited liability company operating agreement substantially in the form as Exhibit M37(b), with any alterations thereto as reasonably agreed to by the Servicer and the Administrative Collateral Agent. After execution thereof, the Servicer shall prevent the REO Asset Owner from agreeing to any amendment or other modification of the REO Asset Owner’s limited liability company operating agreement without first obtaining the written consent of the Administrative Collateral Agent. The Servicer shall cause each REO Asset to be serviced (i) in accordance with Applicable Laws, (ii) with reasonable care and diligence, (iii) in accordance with the applicable REO Asset Owner’s limited liability company operating agreement, (iv) in accordance with the Credit and Collection Policy and (v) with a view toward maximizing Recoveries recoveries on such REO Asset (collectively, the “REO Servicing Standard”). The Servicer will cause all Any “Distributable Cash” (as defined in the respective REO Asset Owner’s limited liability company operating agreement) and any other recoveries with respect to the applicable REO Asset or REO Asset Owner that are attributable to any Pledgor shall be deposited into promptly distributed to such Pledgor in accordance with the Collection Account within two Business Days REO Asset Owner’s limited liability company operating agreement and shall immediately become a part of receipt thereofthe Pledged Collateral. At all times prior to the “Threshold Date” (as defined in the applicable REO Asset Owner limited liability company operating agreement), the Servicer shall not permit the REO Asset Owner to undertake any of the activities set forth in Section 9.4(c) (or comparable section) of such REO Asset Owner’s limited liability company operating agreement.