IT AND IN ACCORDANCE WITH ACCEPTED SERVICING PRACTICES.
THE SERVICER
SHALL (I) COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS, (II) MAINTAIN ALL STATE AND FEDERAL LICENSES NECESSARY FOR IT TO
PERFORM ITS SERVICING RESPONSIBILITIES HEREUNDER AND (III) NOT IMPAIR THE RIGHTS
OF BUYER IN ANY PURCHASED MORTGAGE LOANS OR ANY PAYMENT THEREUNDER.
BUYER MAY
TERMINATE THE SERVICING OF ANY PURCHASED MORTGAGE LOAN WITH THE THEN EXISTING
SERVICER IN ACCORDANCE WITH SECTION 16(E) HEREOF.
(B)
THE SELLERS SHALL CAUSE THE SERVICER TO HOLD
OR CAUSE TO BE HELD ALL ESCROW FUNDS COLLECTED BY THE SELLERS WITH RESPECT TO
ANY PURCHASED MORTGAGE LOANS IN TRUST ACCOUNTS AND SHALL APPLY THE SAME FOR THE
PURPOSES FOR WHICH SUCH FUNDS WERE COLLECTED.
(C)
AFTER SELLERS RECEIVE NOTICE FROM BUYER OF
THE NEED TO DEPOSIT COLLECTIONS INTO THE COLLECTION ACCOUNT, THE SELLERS SHALL
CAUSE THE SERVICER TO DEPOSIT ALL COLLECTIONS RECEIVED BY THE SELLERS ON ACCOUNT
OF THE PURCHASED MORTGAGE LOANS IN THE COLLECTION ACCOUNT NO LATER THAN TWO
BUSINESS DAYS FOLLOWING RECEIPT THEREOF.
(D)
THE SELLERS SHALL PROVIDE PROMPTLY TO BUYER
(I) A SERVICER NOTICE ADDRESSED TO AND AGREED TO BY THE SERVICER OF THE RELATED
PURCHASED MORTGAGE LOANS, ADVISING SUCH SERVICER OF SUCH MATTERS AS BUYER MAY
REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, RECOGNITION BY THE SERVICER
OF BUYER'S INTEREST IN SUCH PURCHASED MORTGAGE LOANS AND THE SERVICER'S
AGREEMENT THAT UPON RECEIPT OF NOTICE OF AN EVENT OF DEFAULT FROM BUYER, IT WILL
FOLLOW THE INSTRUCTIONS OF BUYER WITH RESPECT TO THE PURCHASED MORTGAGE LOANS
AND ANY RELATED INCOME WITH RESPECT THERETO.
(E)
UPON THE OCCURRENCE OF A DEFAULT OR EVENT
OF DEFAULT HEREUNDER OR A MATERIAL DEFAULT UNDER THE SERVICING AGREEMENT, BUYER
SHALL HAVE THE RIGHT TO IMMEDIATELY TERMINATE THE SERVICER'S RIGHT TO SERVICE
THE PURCHASED MORTGAGE LOANS WITHOUT PAYMENT OF ANY PENALTY OR TERMINATION FEE.
THE SELLERS SHALL COOPERATE IN TRANSFERRING THE SERVICING OF THE PURCHASED
MORTGAGE LOANS TO A SUCCESSOR SERVICER APPOINTED BY BUYER IN ITS SOLE
DISCRETION.
(F)
IF THE SELLERS SHOULD DISCOVER THAT, FOR
ANY REASON WHATSOEVER, ANY ENTITY RESPONSIBLE TO THE SELLERS BY CONTRACT FOR
MANAGING OR SERVICING ANY SUCH PURCHASED MORTGAGE LOAN HAS FAILED TO PERFORM
FULLY THE SELLERS' OBLIGATIONS UNDER THE REPURCHASE DOCUMENTS OR ANY OF THE
OBLIGATIONS OF SUCH ENTITIES WITH RESPECT TO THE PURCHASED MORTGAGE LOANS, THE
SELLERS SHALL PROMPTLY NOTIFY BUYER.
54
SECTION 17.
SINGLE AGREEMENT
Buyer and the Sellers acknowledge that, and have entered hereinto and will enter
into each Transaction hereunder in consideration of and in reliance upon the
fact that, all Transactions hereunder constitute a single business and
contractual relationship and that each has been entered into in consideration of
the other Transactions.
Accordingly, each of Buyer and the Sellers agree (i) to
perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a
default by it in respect of all Transactions hereunder, (ii) that each of them
shall be entitled