Common use of Servicing of the Loans Clause in Contracts

Servicing of the Loans. Transferor shall service the Loans on behalf of both Transferee and Transferor as follows: (a) Except as otherwise specifically set forth in this Agreement, Transferor will perform the servicing for the Loans or will cause an affiliate of Transferor to service the Loans in a manner substantially the same as for similar work performed by Transferor on its own behalf. For this purpose, servicing shall include all communications with any of the Borrowers and third parties, making of all advances and issuing of letters of credit provided for under the Loan Documents (subject to receipt from Transferee of its Participation Share of each such advance), receipt of all collections under the Loans and remittance of the same to the party entitled thereto, inspections of the Collateral, and all other acts incidental thereto. Transferor shall use good faith efforts, or shall cause its affiliate to use good faith efforts, to collect all payments due under the Loans as they become due and payable and to enforce all obligations of the Borrowers to the extent necessary to protect the interests of Transferor and Transferee. Transferor shall administer all Loan collections, including any escrows, in accordance with all applicable laws and regulations. Transferee agrees that such funds may be commingled with Transferor’s general funds. (b) Transferor shall have the right, in the exercise of its reasonable discretion and in accordance with prudent banking practices, to give consents, waivers and modifications of the Loan Documents to the same extent as if the Loans were wholly-owned by Transferor; provided, however, that Transferor shall not grant or agree to any (i) waiver of any payment default, (ii) extension of the maturity, (iii) reduction of the rate or rates of interest with respect to the Loans, (iv) forgiveness or reduction of the principal sum of the Loans, (v) increase in the lending formula or advance rates, and (vi) waiver of any right to elect to foreclose on any Loan in default, and (vii) amendment or modification of the financial covenants contained in the Loan Documents that would make such financial covenants less restrictive with respect to any of the Borrowers without the prior written consent of Transferee, except that Transferor shall be permitted to grant or agree to any of such consents, waivers or modifications pursuant to and in accordance with guidelines and limitations provided by Transferee to Transferor in writing from time to time. Transferor shall have the right to accept payment or prepayment of the whole principal sum and accrued interest in accordance with the terms of the Loans, waive prepayment charges in accordance with Transferor’s policy for Loans in which no participation is granted, and accept additional security for the Loans. (c) On or before the date of execution of the Loan Documents, with respect to the principal sums already advanced and outstanding pursuant to the Loans as of such date, and on or before any later date when funds are to be disbursed to any of the Borrowers pursuant to the Loans or a drawing occurs under any letter of credit, Transferee shall pay to Transferor its pro rata share, in accordance with its Participation Interest, of the amount of the disbursement or letter of credit payment (or, with respect to principal sums already advanced and outstanding as of the date of the execution of the Loan Documents, the aggregate principal balance of the Loans as of such date), in funds available for immediate use, by 2:00 p.m., Columbus, Ohio, time, on the same banking day on which the advance is made (or, with respect to the principal sums already advanced and outstanding pursuant to the Loan Documents as of the date of the execution of the Loan Documents, provided, however, that Transferor shall use its best efforts to give Transferee advance notice of such funding request no later than 10:00 a.m., Columbus, Ohio, time, on such day. If Transferee fails or refuses to make payment to Transferor as required herein, then Transferor, without limitation, shall be entitled to pursue all remedies and rights permitted by this Agreement, law, or equity against Transferee and further shall be entitled to, but not be required to, (i) fund Transferee’s Pro Rata Share of the disbursement, and (ii) accrue interest on any unpaid amount at the Federal Funds Rate, and (iii) withhold from Transferee all interest, principal, fees and late charges attributable to Transferee’s Pro Rata Share thereof through the date Transferee funds its Pro Rata Share thereof and pays the interest due thereon, plus any additional cost or expense, including without limitation, reasonable attorneys’ fees, incurred by Transferor as a result of Transferee’s failure to pay, and (iv) offset against Transferee’s Pro Rata Share all sums received by Transferor in connection with the Loans until reimbursed by Transferee for such payment and interest thereon. All payments received by Transferor in respect of the Loans shall be distributed pro rata to Transferee promptly after Transferor shall have collected such payment or payments in immediately available funds. (d) Transferor and Transferee shall share in proportion to their Participation Shares in all payments of principal and interest made on the Loans after the date of transfer of the Participation Interests. Transferor and Transferee shall share in any prepayment, late charges, or any other fees or charges associated with the Loans which are actually collected subsequent to the time of transfer of the associated Participation Interest, in proportion to their Participation Shares, unless otherwise provided in the servicing fee arrangement referenced in paragraph 7(h). Transferor shall not be required to remit any such principal, interest, prepayment, late charge, or any other fee or charge associated with the Loans, unless it is actually collected from the Borrowers. (e) To the extent not reimbursed by the Borrowers, and without limiting the obligation of the Borrowers to do so, Transferee agrees to reimburse Transferor, to the extent of Transferee’s pro rata share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever, including without limitation disbursements necessary in the judgment of Transferor to preserve or protect any Collateral (but excluding costs of ordinary overhead and salaried expense of Transferor’s clerical and supervisory personnel), that may at any time be imposed on, incurred by, or asserted against Transferor in any way relating to the Loans, the Loan Documents, any letters of credit issued pursuant to the Loan Documents or the Loan Documents, any collateral, the transactions contemplated thereby or hereby, or any action taken or omitted by Transferor under or in connection with any of the foregoing provided, however, that Transferee shall not be liable for the payment of any portion of the foregoing which result directly from Transferor’s gross negligence or willful misconduct. The covenants contained in this paragraph shall survive the termination of this Agreement and the expiration of any letters of credit issued pursuant to the Loan Documents. (f) Transferor shall at all times keep proper books and records in accordance with generally accepted accounting principles consistently applied, reflecting all transactions in connection with the Loans. All such records shall be accessible for inspection by Transferee at all reasonable times during Transferor’s business hours. Transferor shall use its best efforts to provide the following information to Transferee within a reasonable time after such information becomes available to Transferor: (i) The accrual status of the Loans; (ii) The status of principal and interest payments; (iii) Financial statements of the Borrowers; and (iv) Information regarding the value of the Collateral and the status of Transferor’s liens. (g) Transferor may accept deposits from, make Loans or otherwise extend credit to any of the Borrowers and generally engage in any kind of banking relationship with, any of the Borrowers or any other person or entity having obligations relating to the Loans, the Loan Documents, or any related agreement and receive payment on such Loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement did not exist. Transferor, without liability, may rely upon the advice of legal counsel, accountants or other experts (including those retained by the Borrowers) and upon any written communication or any telephone conversation which Transferor believes to be genuine and correct or to have been signed, sent or made by the proper person or entity, shall not be required to make any inquiry concerning the performance by the Borrowers or any other person or entity of any of its obligations and liabilities to third parties or under or in respect of the Loan Documents or the Loans, and shall have no obligation to make any claim against, or assert any lien upon, any property held by Transferor or to assert any offset. (h) In consideration of the performance of the loan servicing obligations provided under this paragraph 7, Transferee shall pay to Transferor a loan servicing fee. The amount and terms of such fee shall be determined by the mutual agreement of the parties from time to time during the term of this Agreement and shall be subject to review and adjustment at any time during the term of this Agreement. Transferor shall provide to Transferee, on or before the date that is ten days after the end of each month during the term of this Agreement, a written statement specifying the amount of the servicing fee payable for the preceding month and the basis for the calculation of such fee. Transferor shall be entitled to deduct the amount of such fees from any and all amounts otherwise due and payable by Transferor to Transferee from time to time under the terms of this Agreement.

Servicing of the Loans. Transferor shall service the Loans on behalf of both Transferee and Transferor as follows: (a) Except as otherwise specifically set forth in this Agreement, Transferor will perform the servicing for the Loans or will cause an affiliate of Transferor to service the Loans in a manner substantially the same as for similar work performed by Transferor on its own behalfLoans. For this purpose, servicing shall include all communications with any of the Borrowers and third parties, making of all advances and issuing of letters of credit provided for under the Loan Documents (subject to receipt from Transferee of its Participation Share of each such advance), receipt of all collections under the Loans and remittance of the same to the party entitled thereto, inspections of the Collateral, and all other acts incidental thereto. Transferor shall use good faith efforts, or shall cause its affiliate to use good faith efforts, to collect all payments due under the Loans as they become due and payable and to enforce all obligations of the Borrowers to the extent necessary to protect the interests of Transferor and Transferee. Transferor shall administer all Loan collections, including any escrows, in accordance with all applicable laws and regulations. Transferee agrees that such funds may be commingled with Transferor’s 's general funds. (b) Transferor shall have the right, right in the exercise of its reasonable discretion and in accordance with prudent banking practices, to give consents, waivers and modifications of the Loan Documents to the same extent as if the Loans were wholly-owned by Transferor; provided, however, that Transferor shall not grant or agree to any (i) no waiver of any payment default, (ii) no extension of the maturity, (iii) no reduction of the rate or rates of interest with respect to the Loans, (iv) no forgiveness or reduction of the principal sum of the Loans, (v) no increase in the lending formula or advance rates, and (vi) no waiver of any right to elect to foreclose on any Loan in default, and (vii) no amendment or modification of the financial covenants contained in the Loan Documents that would make such financial covenants less restrictive with respect to any of the Borrowers Borrowers, shall be made without the prior written consent of Transferee, except that Transferor shall be permitted to grant or agree to any of such consents, waivers or modifications pursuant to and in accordance with guidelines and limitations provided by Transferee to Transferor in writing from time to time. Transferor shall have the right to accept payment or prepayment of the whole principal sum and accrued interest in accordance with the terms of the Loans, waive prepayment charges in accordance with Transferor’s 's policy for Loans in which no participation is granted, and accept additional security for the Loans. (c) On or before the date of execution of the Loan Documents, with respect to the principal sums already advanced and outstanding pursuant to the Loans as of such date, and on or before any later date when funds are to be disbursed to any of the Borrowers pursuant to the Loans or a drawing occurs under any letter of credit, Transferee shall pay to Transferor its pro rata share, in accordance with its Participation Interest, of the amount of the disbursement or letter of credit payment (or, with respect to principal sums already advanced and outstanding as of the date of the execution of the Loan Documents, the aggregate principal balance of the Loans as of such date), in funds available for immediate use, by 2:00 p.m., Columbus, Ohio, time, on the same banking day on which the advance is made (or, with respect to the principal sums already advanced and outstanding pursuant to the Loan Documents as of the date of the execution of the Loan Documents, provided, however, that Transferor shall use its best efforts to give Transferee advance notice of such funding request no later than 10:00 a.m., Columbus, Ohio, time, on such day. If Transferee fails or refuses to make payment to Transferor as required herein, then Transferor, without limitation, shall be entitled to pursue all remedies and rights permitted by this Agreement, law, or equity against Transferee and further shall be entitled to, but not be required to, (i) fund Transferee’s 's Pro Rata Share of the disbursement, and (ii) accrue interest on any unpaid amount at the Federal Funds Rate, and (iii) withhold from Transferee all interest, principal, fees and late charges attributable to Transferee’s 's Pro Rata Share thereof through the date Transferee funds its Pro Rata Share thereof and pays the interest due thereon, plus any additional cost or expense, including without limitation, reasonable attorneys’ ' fees, incurred by Transferor as a result of Transferee’s 's failure to pay, and (iv) offset against Transferee’s 's Pro Rata Share all sums received by Transferor in connection with the Loans until reimbursed by Transferee for such payment and interest thereon. All payments received by Transferor in respect of the Loans shall be distributed pro rata to Transferee promptly after Transferor shall have collected such payment or payments in immediately available funds. (d) Transferor and Transferee shall share in proportion to their Participation Shares in all payments of principal and interest made on the Loans after the date of transfer of the Participation Interests. Transferor and Transferee shall share in any prepayment, late charges, or any other fees or charges associated with the Loans which are actually collected subsequent to the time of transfer of the associated Participation Interest, in proportion to their Participation Shares, unless otherwise provided in the servicing fee arrangement referenced in paragraph 7(h). Transferor shall not be required to remit any such principal, interest, prepayment, late charge, or any other fee or charge associated with the Loans, unless it is actually collected from the Borrowers. (e) To the extent not reimbursed by the Borrowers, and without limiting the obligation of the Borrowers to do so, Transferee agrees to reimburse Transferor, to the extent of Transferee’s 's pro rata share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever, including without limitation disbursements necessary in the judgment of Transferor to preserve or protect any Collateral (but excluding costs of ordinary overhead and salaried expense of Transferor’s 's clerical and supervisory personnel), that may at any time be imposed on, incurred by, or asserted against Transferor in any way relating to the Loans, the Loan Documents, any letters of credit issued pursuant to the Loan Documents or the Loan Documents, any collateral, the transactions contemplated thereby or hereby, or any action taken or omitted by Transferor under or in connection with any of the foregoing provided, however, that Transferee shall not be liable for the payment of any portion of the foregoing which result directly from Transferor’s 's gross negligence or willful misconduct. The covenants contained in this paragraph shall survive the termination of this Agreement and the expiration of any letters of credit issued pursuant to the Loan Documents. (f) Transferor shall at all times keep proper books and records in accordance with generally accepted accounting principles consistently applied, reflecting all transactions in connection with the Loans. All such records shall be accessible for inspection by Transferee at all reasonable times during Transferor’s 's business hours. Transferor shall use its best efforts to provide the following information to Transferee within a reasonable time after such information becomes available to Transferor: (i) The accrual status of the Loans; (ii) The status of principal and interest payments; (iii) Financial statements of the Borrowers; and (iv) Information regarding the value of the Collateral and the status of Transferor’s 's liens. (g) Transferor may accept deposits from, make Loans or otherwise extend credit to any of the Borrowers and generally engage in any kind of banking relationship with, any of the Borrowers or any other person or entity having obligations relating to the Loans, the Loan Documents, or any related agreement and receive payment on such Loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement did not exist. Transferor, without liability, may rely upon the advice of legal counsel, accountants or other experts (including those retained by the Borrowers) and upon any written communication or any telephone conversation which Transferor believes to be genuine and correct or to have been signed, sent or made by the proper person or entity, shall not be required to make any inquiry concerning the performance by the Borrowers or any other person or entity of any of its obligations and liabilities to third parties or under or in respect of the Loan Documents or the Loans, and shall have no obligation to make any claim against, or assert any lien upon, any property held by Transferor or to assert any offset. (h) In consideration of the performance of the loan servicing obligations provided under this paragraph 7, Transferee shall pay to Transferor a loan servicing fee. The amount and terms of such fee shall be determined by the mutual agreement of the parties from time to time during the term of this Agreement and shall be subject to review and adjustment at any time during the term of this Agreement. Transferor shall provide to Transferee, on or before the date that is ten days after the end of each month during the term of this Agreement, a written statement specifying the amount of the servicing fee payable for the preceding month and the basis for the calculation of such fee. Transferor shall be entitled to deduct the amount of such fees from any and all amounts otherwise due and payable by Transferor to Transferee from time to time under the terms of this Agreement.

Servicing of the Loans. Transferor shall service the Loans on behalf of both Transferee and Transferor as follows: (a) Except as otherwise specifically set forth in this Agreement, Transferor will perform the servicing for the Loans or will cause an affiliate of Transferor to service the Loans in a manner substantially the same as for similar work performed by Transferor on its own behalfLoans. For this purpose, servicing shall include all communications with any of the Borrowers and third parties, making of all advances and issuing of letters of credit provided for under the Loan Documents (subject to receipt from Transferee of its Participation Share of each such advance), receipt of all collections under the Loans and remittance of the same to the party entitled thereto, inspections of the Collateral, and all other acts incidental thereto. Transferor shall use good faith efforts, or shall cause its affiliate to use good faith efforts, to collect all payments due under the Loans as they become due and payable and to enforce all obligations of the Borrowers to the extent necessary to protect the interests of Transferor and Transferee. Transferor shall administer all Loan collections, including any escrows, in accordance with all applicable laws and regulations. Transferee agrees that such funds may be commingled with Transferor’s 's general funds. (b) Transferor shall have the right, right in the exercise of its reasonable discretion and in accordance with prudent banking practices, to give consents, waivers and modifications of the Loan Documents to the same extent as if the Loans were wholly-wholly owned by Transferor; provided, however, that Transferor shall not grant or agree to any (i) no waiver of any payment default, (ii) no extension of the maturity, (iii) no reduction of the rate or rates of interest with respect to the Loans, (iv) no forgiveness or reduction of the principal sum of the Loans, (v) no increase in the lending formula or advance rates, and (vi) no waiver of any right to elect to foreclose on any Loan in default, and (vii) no amendment or modification of the financial covenants contained in the Loan Documents that would make such financial covenants less restrictive with respect to any of the Borrowers Borrowers, shall be made without the prior written consent of Transferee, except that Transferor shall be permitted to grant or agree to any of such consents, waivers or modifications pursuant to and in accordance with guidelines and limitations provided by Transferee to Transferor in writing from time to time. Transferor shall have the right to accept payment or prepayment of the whole principal sum and accrued interest in accordance with the terms of the Loans, waive prepayment charges in accordance with Transferor’s 's policy for Loans in which no participation is granted, and accept additional security for the Loans. (c) On or before the date of execution of the Loan Documents, with respect to the principal sums already advanced and outstanding pursuant to the Loans as of such date, and on or before any later date when funds are to be disbursed to any of the Borrowers pursuant to the Loans or a drawing occurs under any letter of credit, Transferee shall pay to Transferor its pro rata share, in accordance with its Participation Interest, of the amount of the disbursement or letter of credit payment (or, with respect to principal sums already advanced and outstanding as of the date of the execution of the Loan Documents, the aggregate principal balance of the Loans as of such date), in funds available for immediate use, by 2:00 p.m., Columbus, Ohio, time, on the same banking day on which the advance is made (or, with respect to the principal sums already advanced and outstanding pursuant to the Loan Documents as of the date of the execution of the Loan Documents, provided, however, that Transferor shall use its best efforts to give Transferee advance notice of such funding request no later than 10:00 a.m., Columbus, Ohio, time, on such day. If Transferee fails or refuses to make payment to Transferor as required herein, then Transferor, without limitation, shall be entitled to pursue all remedies and rights permitted by this Agreement, law, or equity against Transferee and further shall be entitled to, but not be required to, (i) fund Transferee’s 's Pro Rata Share of the disbursement, and (ii) accrue interest on any unpaid amount at the Federal Funds Rate, and (iii) withhold from Transferee all interest, principal, fees and late charges attributable to Transferee’s 's Pro Rata Share thereof through the date Transferee funds its Pro Rata Share thereof and pays the interest due thereon, plus any additional cost or expense, including without limitation, reasonable attorneys’ ' fees, incurred by Transferor as a result of Transferee’s 's failure to pay, and (iv) offset against Transferee’s 's Pro Rata Share all sums received by Transferor in connection with the Loans until reimbursed by Transferee for such payment and interest thereon. All payments received by Transferor in respect of the Loans shall be distributed pro rata to Transferee promptly after Transferor shall have collected such payment or payments in immediately available funds. (d) Transferor and Transferee shall share in proportion to their Participation Shares in all payments of principal and interest made on the Loans after the date of transfer of the Participation Interests. Transferor and Transferee shall share in any prepayment, late charges, or any other fees or charges associated with the Loans which are actually collected subsequent to the time of transfer of the associated Participation Interest, in proportion to their Participation Shares, unless otherwise provided in the servicing fee arrangement referenced in paragraph 7(h). Transferor shall not be required to remit any such principal, interest, prepayment, late charge, or any other fee or charge associated with the Loans, unless it is actually collected from the Borrowers. (e) To the extent not reimbursed by the Borrowers, and without limiting the obligation of the Borrowers to do so, Transferee agrees to reimburse Transferor, to the extent of Transferee’s 's pro rata share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever, including without limitation disbursements necessary in the judgment of Transferor to preserve or protect any Collateral (but excluding costs of ordinary overhead and salaried expense of Transferor’s 's clerical and supervisory personnel), that may at any time be imposed on, incurred by, or asserted against Transferor in any way relating to the Loans, the Loan Documents, any letters of credit issued pursuant to the Loan Documents or the Loan Documents, any collateral, the transactions contemplated thereby or hereby, or any action taken or omitted by Transferor under or in connection with any of the foregoing provided, however, that Transferee shall not be liable for the payment of any portion of the foregoing which result directly from Transferor’s 's gross negligence or willful misconduct. The covenants contained in this paragraph shall survive the termination of this Agreement and the expiration of any letters of credit issued pursuant to the Loan Documents. (f) Transferor shall at all times keep proper books and records in accordance with generally accepted accounting principles consistently applied, reflecting all transactions in connection with the Loans. All such records shall be accessible for inspection by Transferee at all reasonable times during Transferor’s 's business hours. Transferor shall use its best efforts to provide the following information to Transferee within a reasonable time after such information becomes available to Transferor: (i) The accrual status of the Loans; (ii) The status of principal and interest payments; (iii) Financial statements of the Borrowers; and (iv) Information regarding the value of the Collateral and the status of Transferor’s 's liens. (g) Transferor may accept deposits from, make Loans or otherwise extend credit to any of the Borrowers and generally engage in any kind of banking relationship with, any of the Borrowers or any other person or entity having obligations relating to the Loans, the Loan Documents, or any related agreement and receive payment on such Loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement did not exist. Transferor, without liability, may rely upon the advice of legal counsel, accountants or other experts (including those retained by the Borrowers) and upon any written communication or any telephone conversation which Transferor believes to be genuine and correct or to have been signed, sent or made by the proper person or entity, shall not be required to make any inquiry concerning the performance by the Borrowers or any other person or entity of any of its obligations and liabilities to third parties or under or in respect of the Loan Documents or the Loans, and shall have no obligation to make any claim against, or assert any lien upon, any property held by Transferor or to assert any offset. (h) In consideration of the performance of the loan servicing obligations provided under this paragraph 7, Transferee shall pay to Transferor a loan servicing fee. The amount and terms of such fee shall be determined by the mutual agreement of the parties from time to time during the term of this Agreement and shall be subject to review and adjustment at any time during the term of this Agreement. Transferor shall provide to Transferee, on or before the date that is ten days after the end of each month during the term of this Agreement, a written statement specifying the amount of the servicing fee payable for the preceding month and the basis for the calculation of such fee. Transferor shall be entitled to deduct the amount of such fees from any and all amounts otherwise due and payable by Transferor to Transferee from time to time under the terms of this Agreement.

Servicing of the Loans. Transferor shall service the Loans on behalf of both Transferee and Transferor as follows: (a) Except as otherwise specifically set forth in this Agreement, Transferor will perform the servicing for the Loans or will cause an affiliate of Transferor to service the Loans in a manner substantially the same as for similar work performed by Transferor on its own behalfLoans. For this purpose, servicing shall include all communications with any of the Borrowers and third parties, making of all advances and issuing of letters of credit provided for under the Loan Documents (subject to receipt from Transferee of its Participation Share of each such advance), receipt of all collections under the Loans and remittance of the same to the party entitled thereto, inspections of the Collateral, and all other acts incidental thereto. Transferor shall use good faith efforts, or shall cause its affiliate to use good faith efforts, to collect all payments due under the Loans as they become due and payable and to enforce all obligations of the Borrowers to the extent necessary to protect the interests of Transferor and Transferee. Transferor shall administer all Loan collections, including any escrows, in accordance with all applicable laws and regulations. Transferee agrees that such funds may be commingled with Transferor’s 's general funds. (b) Transferor shall have the right, right in the exercise of its reasonable discretion and in accordance with prudent banking practices, to give consents, waivers and modifications of the Loan Documents to the same extent as if the Loans were wholly-owned by Transferor; provided, however, that Transferor shall not grant or agree to any (i) no waiver of any payment default, (ii) no extension of the maturity, (iii) no reduction of the rate or rates of interest with respect to the Loans, (iv) no forgiveness or reduction of the principal sum of the Loans, (v) no increase in the lending formula or advance rates, and (vi) waiver of any right to elect to foreclose on any Loan in default, and (vii) no amendment or modification of the financial covenants contained in the Loan Documents that would make such financial covenants less restrictive with respect to any of the Borrowers Borrowers, shall be made without the prior written consent of Transferee, except that Transferor shall be permitted to grant or agree to any of such consents, waivers or modifications pursuant to and in accordance with guidelines and limitations provided by Transferee to Transferor in writing from time to time. Transferor shall have the right to accept payment or prepayment of the whole principal sum and accrued interest in accordance with the terms of the Loans, waive prepayment charges in accordance with Transferor’s 's policy for Loans in which no participation is granted, and accept additional security for the Loans. (c) On or before the date of execution of the Loan Documents, with respect to the principal sums already advanced and outstanding pursuant to the Loans as of such date, and on or before any later date when funds are to be disbursed to any of the Borrowers pursuant to the Loans or a drawing occurs under any letter of credit, Transferee shall pay to Transferor its pro rata share, in accordance with its Participation Interest, of the amount of the disbursement or letter of credit payment (or, with respect to principal sums already advanced and outstanding as of the date of the execution of the Loan Documents, the aggregate principal balance of the Loans as of such date), in funds available for immediate use, by 2:00 p.m., Columbus, Ohio, time, on the same banking day on which the advance is made (or, with respect to the principal sums already advanced and outstanding pursuant to the Loan Documents as of the date of the execution of the Loan Documents, provided, however, that Transferor shall use its best efforts to give Transferee advance notice of such funding request no later than 10:00 a.m., Columbus, Ohio, time, on such day. If Transferee fails or refuses to make payment to Transferor as required herein, then Transferor, without limitation, shall be entitled to pursue all remedies and rights permitted by this Agreement, law, or equity against Transferee and further shall be entitled to, but not be required to, (i) fund Transferee’s 's Pro Rata Share of the disbursement, and (ii) accrue interest on any unpaid amount at the Federal Funds Rate, and (iii) withhold from Transferee all interest, principal, fees and late charges attributable to Transferee’s 's Pro Rata Share thereof through the date Transferee funds its Pro Rata Share thereof and pays the interest due thereon, plus any additional cost or expense, including without limitation, reasonable attorneys’ ' fees, incurred by Transferor as a result of Transferee’s 's failure to pay, and (iv) offset against Transferee’s 's Pro Rata Share all sums received by Transferor in connection with the Loans until reimbursed by Transferee for such payment and interest thereon. All payments received by Transferor in respect of the Loans shall be distributed pro rata to Transferee promptly after Transferor shall have collected such payment or payments in immediately available funds. (d) Transferor and Transferee shall share in proportion to their Participation Shares in all payments of principal and interest made on the Loans after the date of transfer of the Participation Interests. Transferor and Transferee shall share in any prepayment, late charges, or any other fees or charges associated with the Loans which are actually collected subsequent to the time of transfer of the associated Participation Interest, in proportion to their Participation Shares, unless otherwise provided in the servicing fee arrangement referenced in paragraph 7(h). Transferor shall not be required to remit any such principal, interest, prepayment, late charge, or any other fee or charge associated with the Loans, unless it is actually collected from the Borrowers. (e) To the extent not reimbursed by the Borrowers, and without limiting the obligation of the Borrowers to do so, Transferee agrees to reimburse Transferor, to the extent of Transferee’s pro rata share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever, including without limitation disbursements necessary in the judgment of Transferor to preserve or protect any Collateral (but excluding costs of ordinary overhead and salaried expense of Transferor’s clerical and supervisory personnel), that may at any time be imposed on, incurred by, or asserted against Transferor in any way relating to the Loans, the Loan Documents, any letters of credit issued pursuant to the Loan Documents or the Loan Documents, any collateral, the transactions contemplated thereby or hereby, or any action taken or omitted by Transferor under or in connection with any of the foregoing provided, however, that Transferee shall not be liable for the payment of any portion of the foregoing which result directly from Transferor’s gross negligence or willful misconduct. The covenants contained in this paragraph shall survive the termination of this Agreement and the expiration of any letters of credit issued pursuant to the Loan Documents. (f) Transferor shall at all times keep proper books and records in accordance with generally accepted accounting principles consistently applied, reflecting all transactions in connection with the Loans. All such records shall be accessible for inspection by Transferee at all reasonable times during Transferor’s business hours. Transferor shall use its best efforts to provide the following information to Transferee within a reasonable time after such information becomes available to Transferor: (i) The accrual status of the Loans; (ii) The status of principal and interest payments; (iii) Financial statements of the Borrowers; and (iv) Information regarding the value of the Collateral and the status of Transferor’s liens. (g) Transferor may accept deposits from, make Loans or otherwise extend credit to any of the Borrowers and generally engage in any kind of banking relationship with, any of the Borrowers or any other person or entity having obligations relating to the Loans, the Loan Documents, or any related agreement and receive payment on such Loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement did not exist. Transferor, without liability, may rely upon the advice of legal counsel, accountants or other experts (including those retained by the Borrowers) and upon any written communication or any telephone conversation which Transferor believes to be genuine and correct or to have been signed, sent or made by the proper person or entity, shall not be required to make any inquiry concerning the performance by the Borrowers or any other person or entity of any of its obligations and liabilities to third parties or under or in respect of the Loan Documents or the Loans, and shall have no obligation to make any claim against, or assert any lien upon, any property held by Transferor or to assert any offset. (h) In consideration of the performance of the loan servicing obligations provided under this paragraph 7, Transferee shall pay to Transferor a loan servicing fee. The amount and terms of such fee shall be determined by the mutual agreement of the parties from time to time during the term of this Agreement and shall be subject to review and adjustment at any time during the term of this Agreement. Transferor shall provide to Transferee, on or before the date that is ten days after the end of each month during the term of this Agreement, a written statement specifying the amount of the servicing fee payable for the preceding month and the basis for the calculation of such fee. Transferor shall be entitled to deduct the amount of such fees from any and all amounts otherwise due and payable by Transferor to Transferee from time to time under the terms of this Agreement.