Common use of Interim Servicing Clause in Contracts

Interim Servicing. (a) During the Interim Servicing Period, at Owner’s request and direction as set forth in this Section 2.01, each Interim Servicer shall perform the Interim Services (as defined below) on the Serviced Loans and Bank shall perform the Bank Collection Services (as defined below) on the Serviced Loans, in each case pursuant to the terms of this Agreement and in accordance with the Servicing Standards, other than as expressly contemplated by Section 7.01 of the Seller Disclosure Schedule, the Purchase Agreement or this Agreement. “Servicing Standards” means acting (i) in compliance in all material respects with Applicable Requirements, (ii) in compliance in all material respects with the Pre-Enstar Credit Insurance Administrative Services Agreement or the Purchaser Credit Insurance Administrative Services Agreement, as applicable, and (iii) at a level substantially consistent with the level of skill, diligence, care and attention and branding that Interim Servicer or Bank has used and exercised with respect to the Serviced Loans, as applicable, in the three months immediately prior to the date of this Agreement. Notwithstanding the generality of the preceding sentence, (X) “Interim Services” means, (i) unless otherwise expressly provided herein, all services performed by each Interim Servicer in connection with servicing, administering and receiving collections on the Serviced Loans, including maintaining the Loan Files, in the three months immediately prior to the date of this Agreement and (ii) performing the administration, servicing, billing, receiving collections and reporting functions related to Credit Insurance that the Owner has agreed to perform under the Purchaser Credit Insurance Administrative Services Agreement, but in either case shall exclude any and all Bank Collection Services; and (Y) “Bank Collection Services” means, (i) unless otherwise expressly provided herein, all collection services performed by the Bank with respect to the Serviced Loans in the three months immediately prior to the date of this Agreement and (ii) performing all collection services related to Credit Insurance that Owner has agreed to perform under the Purchaser Credit Insurance Administrative Services Agreement, but in either case shall exclude any and all Interim Services. To the extent consistent with the foregoing direction, each Interim Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with Interim Services that Interim Servicer may deem necessary or desirable and consistent with the terms of this Agreement, and Bank shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with Bank Collection Services that Bank may deem necessary or desirable and consistent with the terms of this Agreement; provided, that Owner acknowledges and agrees that the orderly closing of the Chesapeake Facility and any changes in the Interim Services and Bank Collection Services resulting from the closing of the Chesapeake Facility are permitted modifications to the Servicing Standards utilized by each Interim Servicer and Bank, respectively, so long as such modifications shall not, in the aggregate, impact in any material respect the services provided hereunder and except as disclosed on Section 7.01 of the Seller Disclosure Schedule; and provided, further, that, with respect to any Serviced Loans that become subject to a Forward Flow Agreement prior to the Servicing Transfer Date, the Interim Servicers or Bank, as applicable, shall provide (A) the services to transfer such Serviced Loans to the purchasers of such Serviced Loans under the Forward Flow Agreements and (B) following such transfer to such purchasers, any ongoing services with respect to such Serviced Loans, in each case that such Interim Servicer or Bank, as applicable, provided to such purchasers immediately prior to the Closing Date pursuant to the applicable Forward Flow Agreement. Each Interim Servicer and Bank may request additional instructions from Owner as to the taking of any collection, remedial or other action as to any related Serviced Loan and may proceed in accordance with any such instructions from Owner without any liability; provided, that each Interim Servicer and/or Bank (x) may refrain from acting until it has received such additional adequate written instructions, (y) may refuse to proceed in accordance with such additional instructions if it believes in good faith that its acting in accordance with such instructions would not be permitted under applicable Law or the related Serviced Loans or would expose an Interim Servicer or Bank to any liability, regulatory or economic disadvantage or reputational damage, and (z) may require that Owner fund any advance, cost or expense incidental to carrying out such instructions prior to Interim Servicer or Bank carrying out such instructions. No Interim Servicer shall be obligated to provide any Interim Services and Bank shall not be obligated to provide any Bank Collection Services that the applicable Interim Servicer or Bank, as applicable, determines in its sole discretion are not consistent with applicable Law (including Interim Servicers’ and Bank’s procedures relating to anti-money laundering laws, “know your customer” obligations, heightened due diligence for politically exposed persons (PEP) and the rules, lists and other guidance issued by the Office of Foreign Assets Control), are not expressly required pursuant to the terms of this Agreement or are not consistent with terms of the related Loan Documents.

Interim Servicing. (a) During the Interim Servicing Period, at each Owner’s and Owner Representative’s request and direction as set forth in this Section 2.01, each Interim Servicer shall perform the Interim Services (as defined below) on the Serviced Loans and Bank shall perform the Bank Collection Services (as defined below) on the Serviced Loans, in each case pursuant to the terms of this Agreement and in accordance with the Servicing Standards, other than as expressly contemplated by Section 7.01 of the Seller Disclosure Schedule, the Purchase Agreement or this Agreement. “Servicing Standards” means acting (i) in compliance in all material respects with Applicable Requirements, (ii) in compliance in all material respects with the Pre-Enstar Credit Insurance Administrative Services Agreement or the Purchaser Credit Insurance Administrative Services Agreement, as applicable, and (iii) at a level substantially consistent with the level of skill, diligence, care and attention and branding that Interim Servicer or Bank has used and exercised with respect to the Serviced Loans, as applicable, in the three months immediately prior to the date of this Agreement. Notwithstanding the generality of the preceding sentence, (X) “Interim Services” means, (i) unless otherwise expressly provided herein, all services performed by each Interim Servicer in connection with servicing, administering and receiving collections on the Serviced Loans, including maintaining the Loan Files, in the three months immediately prior to the date of this Agreement and (ii) performing the administration, servicing, billing, receiving collections and reporting functions related to Credit Insurance that the Owner has Owners have agreed to perform under the Purchaser Credit Insurance Administrative Services Agreement, but in either case shall exclude any and all Bank Collection Services; and (Y) “Bank Collection Services” means, (i) unless otherwise expressly provided herein, all collection services performed by the Bank with respect to the Serviced Loans in the three months immediately prior to the date of this Agreement and (ii) performing all collection services related to Credit Insurance that Owner has Owners have agreed to perform under the Purchaser Credit Insurance Administrative Services Agreement, but in either case shall exclude any and all Interim Services. To the extent consistent with the foregoing direction, each Interim Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with Interim Services that Interim Servicer may deem necessary or desirable and consistent with the terms of this Agreement, and Bank shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with Bank Collection Services that Bank may deem necessary or desirable and consistent with the terms of this Agreement; provided, that each Owner and Owner Representative acknowledges and agrees that the orderly closing of the Chesapeake Facility and any changes in the Interim Services and Bank Collection Services resulting from the closing of the Chesapeake Facility are permitted modifications to the Servicing Standards utilized by each Interim Servicer and Bank, respectively, so long as such modifications shall not, in the aggregate, impact in any material respect the services provided hereunder and except as disclosed on Section 7.01 of the Seller Disclosure Schedule; and provided, further, that, with respect to any Serviced Loans that become subject to a Forward Flow Agreement prior to the Servicing Transfer Date, the Interim Servicers or Bank, as applicable, shall provide (A) the services to transfer such Serviced Loans to the purchasers of such Serviced Loans under the Forward Flow Agreements and (B) following such transfer to such purchasers, any ongoing services with respect to such Serviced Loans, in each case that such Interim Servicer or Bank, as applicable, provided to such purchasers immediately prior to the Closing Date pursuant to the applicable Forward Flow Agreement. Each Interim Servicer and Bank may request additional instructions from Owner Representative as to the taking of any collection, remedial or other action as to any related Serviced Loan and may proceed in accordance with any such instructions from Owner Representative without any liability; provided, that each Interim Servicer and/or Bank (x) may refrain from acting until it has received such additional adequate written instructions, (y) may refuse to proceed in accordance with such additional instructions if it believes in good faith that its acting in accordance with such instructions would not be permitted under applicable Law or the related Serviced Loans or would expose an Interim Servicer or Bank to any liability, regulatory or economic disadvantage or reputational damage, and (z) may require that Owner Representative cause the applicable Owner to fund any advance, cost or expense incidental to carrying out such instructions prior to Interim Servicer or Bank carrying out such instructions. No Interim Servicer shall be obligated to provide any Interim Services and Bank shall not be obligated to provide any Bank Collection Services that the applicable Interim Servicer or Bank, as applicable, determines in its sole discretion are not consistent with applicable Law (including Interim Servicers’ and Bank’s procedures relating to anti-money laundering laws, “know your customer” obligations, heightened due diligence for politically exposed persons (PEP) and the rules, lists and other guidance issued by the Office of Foreign Assets Control), are not expressly required pursuant to the terms of this Agreement or are not consistent with terms of the related Loan Documents.