A SELLER IS THE SERVICER, SUCH SELLER SHALL, SERVICE THE MORTGAGE LOANS
CONSISTENT WITH THE DEGREE OF SKILL AND CARE THAT SUCH SELLER CUSTOMARILY
REQUIRES WITH RESPECT TO SIMILAR MORTGAGE LOANS OWNED OR MANAGED BY 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 BUYERS IN ANY
MORTGAGE LOANS OR ANY PAYMENT THEREUNDER.
ADMINISTRATIVE AGENT MAY TERMINATE
THE SERVICING OF ANY MORTGAGE LOAN WITH THE THEN-EXISTING SERVICER IN ACCORDANCE
WITH SECTION 12(E) HEREOF.
B.
SELLERS SHALL CAUSE THE SERVICER TO HOLD OR CAUSE TO BE HELD ALL
ESCROW FUNDS COLLECTED BY SERVICER 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.
SELLERS SHALL CAUSE THE SERVICER TO DEPOSIT ALL COLLECTIONS
RECEIVED BY SERVICER ON THE PURCHASED MORTGAGE LOANS IN THE COLLECTION ACCOUNT
NO LATER THAN TWO (2) BUSINESS DAYS FOLLOWING RECEIPT.
D.
UPON ADMINISTRATIVE AGENT'S REQUEST, SELLERS SHALL PROVIDE
PROMPTLY TO ADMINISTRATIVE AGENT (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 ADMINISTRATIVE AGENT MAY REASONABLY REQUEST,
INCLUDING, WITHOUT LIMITATION, RECOGNITION BY THE SERVICER OF BUYERS' INTEREST
IN SUCH PURCHASED MORTGAGE LOANS AND THE SERVICER'S AGREEMENT THAT UPON RECEIPT
OF NOTICE OF AN EVENT OF DEFAULT FROM ADMINISTRATIVE AGENT, IT WILL FOLLOW THE
INSTRUCTIONS OF ADMINISTRATIVE AGENT WITH RESPECT TO THE PURCHASED MORTGAGE
LOANS AND ANY RELATED INCOME WITH RESPECT THERETO.
E.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER OR A
MATERIAL DEFAULT UNDER THE SERVICING AGREEMENT, ADMINISTRATIVE AGENT SHALL HAVE
THE RIGHT TO IMMEDIATELY TERMINATE THE SERVICER'S RIGHT TO SERVICE THE PURCHASED
MORTGAGE LOANS UNDER THE SERVICING AGREEMENT WITHOUT PAYMENT OF ANY PENALTY OR
TERMINATION FEE.
SELLERS AND THE SERVICER SHALL COOPERATE IN TRANSFERRING THE
SERVICING OF THE PURCHASED MORTGAGE LOANS TO A SUCCESSOR SERVICER APPOINTED BY
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION.
F.
IF ANY SELLER SHOULD DISCOVER THAT, FOR ANY REASON WHATSOEVER,
ANY SELLER OR ANY ENTITY RESPONSIBLE TO SELLER FOR MANAGING OR SERVICING ANY
SUCH PURCHASED MORTGAGE LOAN HAS FAILED TO MATERIALLY PERFORM SUCH SELLER'S
OBLIGATIONS UNDER THE PROGRAM AGREEMENTS OR ANY OF THE OBLIGATIONS OF SUCH
ENTITIES WITH RESPECT TO THE PURCHASED MORTGAGE LOANS, SELLERS SHALL PROMPTLY
NOTIFY ADMINISTRATIVE AGENT.
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G.
SERVICER MAY NOT DELEGATE ANY OF ITS RIGHTS, DUTIES OR
OBLIGATIONS EXCEPT TO AN ELIGIBLE SUBSERVICER UPON NOTICE TO THE ADMINISTRATIVE
AGENT; PROVIDED THAT SUCH DELEGATION SHALL NOT RELIEVE SERVICER OF ITS DUTIES
AND OBLIGATIONS AS SERVICER HEREUNDER AND UNDER THE OTHER PROGRAM AGREEMENTS OR
THE SERVICING AGREEMENT.
13.
REPRESENTATIONS AND WARRANTIES
A.
EACH SELLER REPRESENTS AND WARRANTS TO BUYERS AND ADMINISTRATIVE
AGENT AS OF THE DATE HEREOF AND AS OF EACH PURCHASE DATE FOR ANY TRANSACTION
THAT:
(1)
SELLER EXISTENCE.