Common use of Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges Clause in Contracts

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default) and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor or a Responsible Officer of the Trustee of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above), as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time). If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account.

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default) and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor Seller or a Responsible Officer of the Trustee of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor Servicer or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor Servicer or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above)Seller, as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time)Charge. If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account.

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default) and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor Depositor, the Master Servicer or a Responsible Officer of the Trustee or the Securities Administrator of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor Depositor, Master Servicer or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor Depositor, the Master Servicer or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above), as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time). If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account.

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default) and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor Depositor, the Master Servicer or a Responsible Officer of the Trustee or the Securities Administrator of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor Depositor, Master Servicer or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor Depositor, the Master Servicer or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above), as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time). If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account.

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so and, if such waiver is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge made in connection with a refinancing of a the related Mortgage Loan that Loan, such refinancing is related to a default or a reasonably foreseeable default; (ii) and the related Mortgage Loan indebtedness has been accelerated; or (iii) the Servicer obtains a written opinion of counsel, which may be in-house counsel for the Servicer, opining that the Prepayment Charge is not legally enforceable in the circumstances under which the related prepayment occurs. In no event will it the Servicer waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor Seller or a Responsible Officer of the Trustee of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor Servicer or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor Servicer or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above)Seller, as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time)Charge. If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account. Prepayment Charges paid by the Servicer shall not be deemed property of any REMIC created hereunder.

Covenants of the Servicer and Representations of the Seller Regarding Prepayment Charges. (a) The Servicer will not waive any Prepayment Charge or part of a Prepayment Charge unless (i) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default) and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default, or (ii) the collection of the Prepayment Charge would be in violation of applicable laws or regulations. (b) The Seller hereby represents that the information set forth in the Prepayment Charge Schedule (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ ' rights generally) under applicable state law. (c) Upon discovery by the Servicer, the Seller, the Depositor or a Responsible Officer of the Trustee of a breach of the foregoing, which materially and adversely affects the Holders of the Class P Certificates, the party discovering such breach shall give prompt written notice to the other parties. Within 60 days of the earlier of discovery by the Servicer, the Depositor or the Seller, as applicable, or receipt of notice by the Servicer, the Depositor or the Seller, as applicable, of such breach, the Servicer (with respect to clause (a) above) or the Seller (on behalf of itself and the Depositor) (with respect to clause (b) above), as applicable, shall cure such breach in all material respects. If the covenant made by the Servicer in clause (a) above is breached the Servicer must pay into the Collection Account the amount of the waived Prepayment Charge (less any amount previously collected and paid by the Servicer into the Collection Account; provided, however, that the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Prepayment Charge Schedule in effect at such time). If the representation made by the Seller in clause (b) above is breached, the Seller must pay to the Servicer for deposit into the Collection Account the amount of the scheduled Prepayment Charge, less any amount previously collected and paid by the Servicer into the Collection Account.