Common use of Company’s Duties With Respect to Servicing Clause in Contracts

Company’s Duties With Respect to Servicing. (i) The Company agrees for the benefit of the Participant to service the related Portfolio Mortgage Loans at all times in strict accordance in all material respects with the related Servicing Agreement. In connection with the Portfolio Mortgage Loans related to each Participation Certificate, the Company shall not, without the express written consent of the Participant (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its rights and duties thereunder, except as required by Xxxxxx Mae. Notwithstanding anything to the contrary herein or any of the other Program Agreements, it is understood by the parties that Xxxxxx Xxx has the absolute and unconditional right to modify the Xxxxxx Mae Contract at any time. (ii) Under no circumstances shall the Participant be responsible for the servicing acts and omissions of the Company or any other servicer, subservicer or any originator of the Portfolio Mortgage Loans, or for any servicing related obligations or liabilities of any servicer under the Servicing Agreements or any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Company. (iii) Upon the termination of the Company as issuer or servicer under the applicable Servicing Agreement, the Company shall remain liable to the Participant and the applicable loan owner or master servicer for all liabilities and obligations incurred by the Company while the Company was acting as the servicer thereunder.

Company’s Duties With Respect to Servicing. (i) The Company agrees for the benefit of the Participant to service the related Portfolio Mortgage Loans at all times in strict accordance in all material respects with the related Servicing Agreement. In connection with the Portfolio Mortgage Loans related to each Participation Certificate, the Company shall not, without the express written consent of the Participant (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its LEGAL02/43438676v8 rights and duties thereunder, except as required by Xxxxxx MaeXxx. Notwithstanding anything to the contrary herein or any of the other Program Agreements, it is understood by the parties that Xxxxxx Xxx has the absolute and unconditional right to modify the Xxxxxx Mae Xxx Contract at any time. (ii) Under no circumstances shall the Participant be responsible for the servicing acts and omissions of the Company or any other servicer, subservicer or any originator of the Portfolio Mortgage Loans, or for any servicing related obligations or liabilities of any servicer under the Servicing Agreements or any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Company. (iii) Upon the termination of the Company as issuer or servicer under the applicable Servicing Agreement, the Company shall remain liable to the Participant and the applicable loan owner or master servicer for all liabilities and obligations incurred by the Company while the Company was acting as the servicer thereunder.

Company’s Duties With Respect to Servicing. (i) The Company agrees for the benefit of the Participant to service the related Portfolio Mortgage Loans at all times in strict accordance in all material respects with the related Servicing Agreement. In connection with the Portfolio Mortgage Loans related to each Participation Certificate, the Company shall not, without the express written consent of the Participant (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its rights and duties thereunder, except as required by Xxxxxx Mae. Notwithstanding anything to the contrary herein or any of the other Program Agreements, it is understood by the parties that Xxxxxx Xxx has the absolute and unconditional right to modify the Xxxxxx Mae Contract Guide at any time, Xxxxxx Xxx has the absolute and unconditional right to modify the Xxxxxx Mae Guide at any time and Xxxxxxx Mac has the absolute and unconditional right to modify the Xxxxxxx Mac Guide at any time. (ii) Under no circumstances shall the Participant be responsible for the servicing acts and omissions of the Company or any other servicer, subservicer servicer or any originator of the Portfolio Mortgage Loans, or for any servicing related obligations or liabilities of any servicer under the Servicing Agreements or any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Company. (iii) Upon the termination of the Company as issuer or servicer under the applicable any Servicing Agreement, the Company shall remain liable to the Participant and the applicable loan owner or master servicer for all liabilities and obligations incurred by the Company while the Company was acting as the servicer thereunder.

Company’s Duties With Respect to Servicing. (i) The Company agrees for the benefit of the Participant to service the related Portfolio Mortgage Loans at all times substantially in strict accordance in all material respects with the related Servicing Agreement. In connection with the Portfolio Mortgage Loans related to each Participation Certificate, the Company shall not, without the express written consent of the Participant (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its rights and duties thereunder, except as required by Xxxxxx Mae. Notwithstanding anything to the contrary herein or any of the other Program Agreements, it is understood by the parties that Xxxxxx Xxx has the absolute and unconditional right to modify the Xxxxxx Mae Contract at any time. (ii) Under no circumstances shall the Participant be responsible for the servicing acts and omissions of the Company or any other servicer, subservicer servicer or any originator of the Portfolio Mortgage Loans, or for any servicing related obligations or liabilities of any servicer under the Servicing Agreements or any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Company.. 6 (iii) Upon the termination of the Company as issuer or servicer under the applicable any Servicing Agreement, the Company shall remain liable to the Participant and the applicable loan owner or master servicer for all liabilities and obligations incurred by the Company while the Company was acting as the servicer thereunder.