Common use of Servicing Responsibilities Clause in Contracts

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce Borrower represents that in retaining legal title to each Participated Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and on behalf reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for the benefit of Bank preserving all rights in said Pledged Mortgage Loans and Seller administering them in accordance all respects consistent with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any applicable law and all actionsregulations, and exercise any for servicing the Pledged Mortgage Loans in a manner consistent with good and all available remediesprudent mortgage practices. Borrower shall, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At shall cause Servicer to, at the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, Lender upon the occurrence and during the continuance of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may , transfer to Lender or Lender’s designee at any time: (A) provide written notice time legal title to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services the servicing rights with respect to any Participated Pledged Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) Loans subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated applicable Investor’s right to purchase such Mortgage Loan to deliver any under the terms of the related Take-Out Commitment and all payments to be made by such Borrower shall furnish Lender or such other Person designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on or Borrower’s behalf directing future payments in respect of such Participated Pledged Mortgage Loan directly Loans to Bank Lender or to the Repayment Accountsuch designee, and Seller shall not make any changes to as applicable. Notwithstanding any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Noticeassignment, Seller shall at its expense: (i) immediately turn over to Bank delegation, or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and servicing responsibilities primarily liable for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration covenants, conditions, representations and servicing responsibilities for such Participated Mortgage Loanobligations of Borrower under this Agreement.

Servicing Responsibilities. (a) Servicer represents to the Participants that, in undertaking responsibility for performance of the services specified in this Agreement to be performed by Servicer, it will exercise that degree of care that Servicer exercises with respect to the administration and servicing of loans for Servicer’s own account. Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, shall have no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Seller shall administerbe mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to perfect title in Buyer, manageBuyer’s successors and assignees, collect and enforce each Participated Mortgage Loan for and on behalf as the case may be, as to the ownership of the respective Participation Interests in the loans sold under this Agreement and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices preserving all rights (collectivelyincluding without limitation, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take amount and priority of any lien) in said loans and administrating them in all actionsrespects consistent with applicable law and regulations, and exercise any for servicing the same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and interest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMININSTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all available remedies, under the related Mortgage Loan Documents or otherwise which are licenses necessary or advisable to perform the Mortgage Loan Services fulfill its obligations pursuant to this Agreement. Servicer shall, at Servicer’s expense, obtain and keep in force a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, Disappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, each in an amount of not less than $1,000,000 per occurrence. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement.. Page 27 Mortgage Warehouse Agreement Version: 2015-11 HAL2016-4 (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. ​ (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “"Mortgage Loan Services”"). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement.. ​ (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section.. ​ ​ (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement.. ​ (d) Notwithstanding anything herein to the contrary, upon during the occurrence continuance of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “"Servicing Termination Notice”"); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s 's request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.. ​

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance in all material respects with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, is reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of at any time an Event of DefaultDefault has occurred and be continuing: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and at any time an Event of Default has occurred and be continuing Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; provided that Seller shall be permitted to retain copies of such books, records and documents as may be required by Law; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “"Mortgage Loan Services”"). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “"Servicing Termination Notice”"); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s 's request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Subject to Section 2.1 and in -------------------------- accordance with Accepted Servicing Practices, in performing its obligations hereunder, the Servicer shall comply with the following with respect to each Loan or REO Property, continuously from the date hereof until the date each Loan or REO Property ceases to be subject to this Agreement: (a) Seller The Servicer shall administerhold all funds received for Owner hereunder in trust for Owner in a segregated Collection Account with a financial institution whose accounts are insured by the FDIC (which may be accounts maintained with the Servicer and, manageif not with Servicer, collect with a depository institution whose (or whose direct or indirect parent's) long term unsecured debt obligations are rated at least "A" or better by Standard & Poor's Rating Group) in accordance with all applicable Requirements. The Servicer shall make remittances from the Collection Account as provided in Section 6.2. The Servicer shall hold all funds received to cover Escrow Payments in connection with the Loans in trust for Owner, and enforce each Participated Mortgage the related Obligor in a segregated Escrow Account (which shall be maintained in accordance with all applicable Requirements and the terms of the Loan for Documents) with a financial institution whose accounts are insured by the FDIC (which may be accounts maintained with the Servicer and, if not with Servicer, with a depository institution whose (or whose direct or indirect parent's) long term unsecured debt obligations are rated at least "A" or better by Standard & Poor's Rating Group) and on behalf shall disburse such funds from the appropriate Escrow Accounts as necessary or advisable. The Servicer shall also be authorized to hold all partial payments and forbearance payments in the Escrow Account (and shall not be required to deposit same into the Collection Account nor to remit same to the Owner) until such time as the Servicer applies (in accordance with Accepted Servicing Practices) such payments to the applicable Loan. (b) The Servicer shall timely determine the amounts of all required disbursements from the Escrow Accounts and for shall make disbursements as they become due. The Servicer shall also determine whether any delinquency exists in the benefit payment of Bank Escrow Payments and Seller shall use commercially reasonable efforts to cause such deficient amounts to be paid by the Obligor. If there are not sufficient funds in the appropriate Escrow Account to make such payments as they become due, the Servicer may, but shall not be obligated to advance such Escrow Payments from its own funds. The Servicer shall determine in accordance with Accepted Servicing Practices (collectively, whether to make or advance Escrow Payments. If the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services Servicer determines in its reasonable judgment that an advance pursuant to this Agreement. or any other section will not be ultimately recoverable from late payments, insurance proceeds, Liquidation Proceeds or any other recovery on such Loan or Property (b) At a "Non-Recoverable Advance"), the request Servicer will not be obligated to make such advance. Accordingly, the Servicer shall not make any Escrow Payments to the extent such an advance would be a Non- Recoverable Advance. Any advances made towards Escrow Payments shall be deemed to be Servicing Advances. The Servicer shall be entitled to reimbursement of Bank: (i) Seller shall promptly provide all such Servicing Advances made pursuant to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and this Section 2.3 from all amounts subsequently deposited in the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this SectionCollection Account. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection The Servicer shall comply with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreementall applicable Requirements and the Loan Documents relating to the giving of all notices or other communications required to be given by or on behalf of Owner to any Mortgage Insurer, title insurer or other insurer or guarantor, as applicable. Where any applicable Requirement or the Loan Documents require any notice or other communication to be given to an Obligor, the Servicer shall, in the absence of instructions to the contrary from Owner, give such notice or other communication to the Obligor. (d) Notwithstanding anything herein to The Servicer shall, at the contraryexpense of the Owner if not paid by an Obligor, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies enforce the Obligor's obligations under any the Loan Documents to cause each Mortgaged Property to be insured against risks, hazards and liabilities as required by all applicable Requirements and the Loan Documents, in an amount at least equal to the unpaid principal balance of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; Loan, and (ii) Bank may cause each REO Property to be insured against risks, hazards and liabilities, in an amount which is at any time: least equal to the lesser of (A) provide written notice to Seller terminating any or all rightsthe full replacement value of the improvements which are a part of such REO Property, duties and obligations (B) the outstanding principal balance of Seller to provide the related Mortgage Loan Services at the time it became an REO Property; such insurance shall be obtained from a financially sound and reputable insurance carrier. The Servicer shall retain copies of all Hazard Insurance policies or certificates of insurance representing such coverage. The Servicer shall comply with all of the terms of Mortgage Insurance and guarantees relating to any Loan and shall use its best efforts to maintain such Mortgage Insurance and guarantees in full force and effect provided that Servicer has actual knowledge of such insurance or guaranty. In the event of an insured loss with respect to any Participated Property, unless the Servicer has actual knowledge that the Obligor has filed such a claim with respect to a Mortgaged Property, the Servicer shall promptly file or cause to be filed a claim on the Hazard Insurance. In the case of a Mortgaged Property, the Servicer shall apply or disburse all insurance proceeds in accordance with the terms and provisions of the Loan Documents and all Requirements, and, in the case of a REO Property, the Servicer shall apply or disburse all insurance proceeds in accordance with the instructions of Owner, in each case net of any amounts due to Servicer as otherwise provided herein. The Servicer shall be responsible for submitting a claim under any Mortgage Insurance or other guaranty or insurance on a timely basis provided that Servicer has actual knowledge of such insurance or guaranty. The Servicer shall, at Owner's expense and where the Obligor fails or refuses to maintain insurance on the Mortgaged Property in accordance with the applicable Loan Documents (eachor to pay escrows sufficient therefor, a “Servicing Termination Notice”as the case may be); and/or (B) , subject the Mortgaged Properties to the requirements coverage of RESPA its "force-placed" hazard insurance policy with such deductible as the Servicer maintains for similar mortgaged properties serviced for itself and Xxxxxxxxxx Xfor others by Servicer. The amount of any premiums to the Servicer resulting from obtaining such coverage shall be treated as a Property Protection Expense hereunder. The Owner shall be solely responsible for the amount of the deductible in the event of any loss and the Servicer shall have no liability to Owner therefor. Subject to the preceding paragraph, 00 XXX 0000the Servicer shall keep in force during the term of this Agreement a fidelity bond and a policy or policies of insurance covering errors and omissions in the performance of the Servicer's obligations under this Agreement. Such fidelity bond and policy or policies shall be maintained with recognized insurers and shall be in such form and amount as would permit the Servicer to be qualified as a FNMA or FHLMC seller-servicer. The Servicer shall be deemed to have complied with this provision if an affiliate of the Servicer has such errors and omissions and fidelity bond coverage and, require that Seller instruct by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. (e) The Servicer shall prepare promptly each report required by all applicable Requirements (including reports to be delivered to all governmental agencies having jurisdiction over the servicing of the Loans and the Escrow Accounts), shall execute such reports (or, if Owner must execute such reports, shall deliver such reports to Owner for execution prior to the date on which such reports are due) and shall file such reports with the appropriate Persons. The Servicer shall timely prepare and deliver to the appropriate Persons Internal Revenue Service forms 1098, 1099 and 1099A relating to any Loan for the time period such Loan has been serviced by Servicer; the Owner shall be solely responsible for filing any other forms including, without limitation and to the extent applicable, forms 1041 and K-1. The reports to be provided under this subsection shall cover the period through the end of the month (or the end of the calendar year, in writing any Borrower the case of reports to be sent to the Internal Revenue Service) following the termination of this Agreement. The Servicer shall promptly prepare all reports or other Person obligated on information required to respond to any Participated inquiry from or give any necessary instructions to any Mortgage Insurer, provider of Hazard Insurance or other insurer or guarantor, taxing authority, tax servicer, Association or the Obligor. (f) The Servicer shall maintain adequate facilities and experienced staff to carry out its obligations hereunder. (g) The Servicer shall hold and be responsible for responding promptly and accurately to all reasonable requests from Owner, the Obligor or other Persons for information relating to a Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank Property or to the Repayment AccountObligor that the Servicer is required or permitted to disclose to such Person, upon compliance by such Person of any conditions to the release of such information. (h) The Servicer shall cooperate with Owner in facilitating any financing or securitization of the Loans (including furnishing such reports and information with respect to the Loans as Owner may reasonably request), and Seller shall not make any changes to any such instructions so provided without first obtaining facilitating the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of servicing of the administration Loans to such entity as Owner may designate in connection with a securitization of the Loans. Any and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; all costs, fees and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable expenses incurred by Bank Servicer in connection with the transfer foregoing shall be deemed to Bank be Servicing Advances and shall be reimbursed by Owner if not previously withdrawn from the Collection Account, such obligation of the administration and servicing responsibilities for such Participated Mortgage LoanOwner to survive any termination hereof.

Servicing Responsibilities. (a) Seller Servicer represents to the Participants that, in undertaking responsibility for performance of the services specified in this Agreement to be performed by Servicer, it will exercise that degree of care that Servicer exercises with respect to the administration and servicing of loans for Servicer’s own account. Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, shall administerhave no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Servicer shall be mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to perfect title in Buyer, manageBuyer’s successors and assignees, collect and enforce each Participated Mortgage Loan for and on behalf as the case may be, as to the ownership of the respective Participation Interests in the Loans sold under this Agreement and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices preserving all rights (collectivelyincluding without limitation, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take amount and priority of any lien) in said Loans and administrating them in all actionsrespects consistent with applicable law and regulations, and exercise any for servicing the same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and interest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMINISTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all available remedies, under the related Mortgage Loan Documents or otherwise which are licenses necessary or advisable to perform the Mortgage Loan Services fulfill its obligations pursuant to this Agreement. Servicer shall, at Servicer’s expense, obtain and keep in force a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, Disappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, each in an amount of not less than $1,000,000 per occurrence. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, at any time that an Event of Default has occurred and is continuing, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (ix) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of Section 5.12 of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); ) and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing deposit any and all payments made by any Borrower on or other Person obligated on in respect of any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent Account within one (1) Business Day of Bankreceipt by Seller. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. (a) Seller hereby assumes the responsibility for causing Servicer to administer and service the loans specified in this Agreement and the Loan Certificate, and shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf retain such responsibility while this Agreement remains in effect. A new Servicer may be designated only with the prior written consent of and for the benefit of Bank Buyer and Seller or its respective designee, successor or assignee, or in accordance with Accepted Servicing Practices Section 5.01. Servicer shall not commingle with any of Servicer's funds any part of Buyer's loan principal and interest collections and other payments. Seller warrants that Servicer will administer and service the loans sold hereunder consistent with prevailing good mortgage practice, and applicable law and regulations. (collectivelyb) Seller has requested that Buyer look solely to Seller to ensure Servicer complies with each and every requirement of this Agreement. Seller has further requested that Buyer pay any sums due under this Agreement to Seller, who shall have the “Mortgage Loan Services”)sole responsibility to disburse, as appropriate and as agreed upon between Seller and Servicer, any sums due to Servicer under this Agreement. With respect to each Participated Mortgage Loan, Seller shall promptly take be responsible for paying to Servicer all amounts due to Servicer for all loans in accordance with the Servicing Agreement. Buyer shall not be required to have any dealing with any party other than Seller, although Buyer may, at its sole option, deal with Servicer, or make enquiries of Servicer directly. Seller hereby indemnifies and all actionsholds Buyer, its directors, officers, agents and exercise employees free and harmless from any loss, fees, liability, expense (including reasonable attorneys' fees and all available remediescosts), claim or demand whatsoever resulting from Seller's request that Buyer deal only with Seller in connection with Servicer's rights and duties under the related Mortgage Loan Documents or otherwise which are necessary or advisable to perform the Mortgage Loan Services pursuant to this Agreement. (b) At the request of Bank: (ic) Seller shall promptly represents that it will provide to Bank such information requested by Bank regarding any defaultBuyer or Buyer's successors or assignees, breachas indicated on Seller/Servicer's books and records, violation with Seller's, Servicer's, Guarantor's or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time: (A) provide written notice to Seller terminating any or all rights, duties and obligations of Seller to provide Mortgage Loan Services with respect to any Participated Mortgage Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and all payments to be made by such Borrower or such other Person on or in respect of such Participated Mortgage Loan directly to Bank or to the Repayment Account, and Seller shall not make any changes to any such instructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the administration and servicing responsibilities for such Participated Mortgage Loan.their