Common use of Description and Purpose Clause in Contracts

Description and Purpose. (a) The Performance Standards define certain of the Servicer's duties under this Agreement and (i) establish financial penalties ("Service Level ------------- Penalties"), which apply in the event that the Servicer fails to meet certain --------- minimum standards and performs below acceptable levels, and (ii) provide a basis for termination of the Servicer as described in Section 10.01(a)(vii) of this --------------------- Agreement. The Performance Standards distinguish between Level 1 Performance Standards and ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ ▇ Performance Standards specify standards for the breach of which there may be Service Level Penalties assessed to the Servicer or, in the case of more severe breaches, the Servicer may be subject to termination hereunder (the "Termination Standards"). Level 2 --------------------- Performance Standards specify standards for the breach of which there may be Service Level Penalties assessed against the Servicer. The ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Termination Standards and the penalties for failures to perform to each Standard are described more fully in Appendix 1 attached ---------- hereto. (b) The Performance Standards are attached hereto as Appendix 1 and ---------- are intended to define acceptable levels of performance during the term of this Agreement. It is understood that during the term of this Agreement, designated representatives of the Servicer and the Advancing Party will meet periodically and may agree, with respect to any Level 2 Performance Standards, on different or additional performance categories and standards and amend these Performance Standards in a writing acceptable to both parties, with the prior consent of the Certificate Insurer. In addition to the reporting duties described below, the Servicer shall be responsible for investigating and correcting failures to meet the Performance Standards by initiating problem reports to identify the root causes of any such failure, reporting such problems to the Advancing Party that could be reasonably expected to have an adverse impact on credit quality and results, making written recommendations to the Advancing Party for improvement in procedures which the Servicer believes are impacting its ability to perform, and advising the Advancing Party of changes which have negatively impacted the Servicer's ability to perform. In the event that the Servicer's performance hereunder fails to meet the applicable Performance Standards, the Advancing Party may recover as liquidated damages the Service Level Penalties specified in Appendix 1. ---------- References to the Advancing Party in this paragraph shall mean the Certificate Insurer at any time at which a payment shall have been made under a Certificate Insurance Policy, which payment shall not have been reimbursed. (c) The Performance Standards identified on Appendix 1 as Level 2 ---------- Standards may be modified or waived by mutual written agreement executed by the Servicer and the Advancing Party, and with the consent of the Certificate Insurer.

Description and Purpose. (a) The Performance Standards define certain of the Servicer's duties under this Agreement and (i) establish financial penalties ("Service Level ------------- Penalties"), which apply in the event that the Servicer fails to meet certain --------- minimum standards and performs below acceptable levels, and (ii) provide a basis for termination of the Servicer as described in Section 10.01(a)(vii) of this --------------------- Agreement. The Performance Standards distinguish between Level 1 Performance Standards and ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ ▇ Performance Standards specify standards for the breach of which there may be Service Level Penalties assessed to the Servicer or, in the case of more severe breaches, the Servicer may be subject to termination hereunder (the "Termination Standards"). Level 2 --------------------- Performance Standards specify standards for the breach of which there may be Service Level Penalties assessed against the Servicer. The ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Termination Standards and the penalties for failures to perform to each Standard are described more fully in Appendix 1 attached ---------- hereto. (b) The Performance Standards are attached hereto as Appendix 1 and ---------- are intended to define acceptable levels of performance during the term of this Agreement. It is understood that during the term of this Agreement, designated representatives of the Servicer and the Advancing Party will meet periodically and may agree, with respect to any Level 2 Performance Standards, on different or additional performance categories and standards and amend these Performance Standards in a writing acceptable to both parties, with the prior consent of the Certificate Insurer, which shall not be unreasonably withheld or delayed. In addition to the reporting duties described below, the Servicer shall be responsible for investigating and correcting failures to meet the Performance Standards by initiating problem reports to identify the root causes of any such failure, reporting such problems to the Advancing Party that could be reasonably expected to have an adverse impact on credit quality and results, making written recommendations to the Advancing Party for improvement in procedures which the Servicer believes are impacting its ability to perform, and advising the Advancing Party of changes which have negatively impacted the Servicer's ability to perform. In the event that the Servicer's performance hereunder fails to meet the applicable Performance Standards, the Advancing Party may recover as liquidated damages the Service Level Penalties specified in Appendix 1. ---------- References to the Advancing Party in this paragraph shall mean the Certificate Insurer at any time at which a payment shall have been made under a Certificate Insurance Policy, which payment shall not have been reimbursed. (c) The Performance Standards identified on Appendix 1 as Level 2 ---------- Standards may be modified or waived by mutual written agreement executed by the Servicer and the Advancing Party, and with the consent of the Certificate Insurer., which consent shall not be unreasonably withheld or delayed. 121