Common use of Intended Third Party Beneficiaries Clause in Contracts

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each NIMS Insurer receive the benefit of the provisions of this Agreement as an intended third party beneficiary beneficiaries of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor NIMS Insurer as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor they were each a party parties to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each NIMS Insurer shall have the same rights and remedies to enforce the provisions of this Agreement as if it they were a party parties to this Agreement. The Servicer shall only take direction from the Master Servicer (if direction by the Master Servicer is required under this Agreement) unless otherwise directed by this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or Master Servicer and the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 Trust Agreement and all rights of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC NIMS Insurer set forth in Section 860G(dthis Agreement (other then the right of indemnification) of shall exist only so long as the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (NIM Securities remain outstanding or the Trustee on behalf NIMS Insurer is owed amounts in respect of the Trust Fund) an Opinion its guaranty of Counsel in writing to the effect that payment of such modificationNIM Securities. INVNUM INVESTOR LOAN NUMBER Number no decimals SERVNUM SERVICER LOAN NUMBER, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement)REQUIRED Number no decimals BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL, REQUIRED SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL, REQUIRED, .00 IF NO COLLECTIONS CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals .00 IF NOT APPLICABLE TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDACTBAL ENDING TRIAL BALANCE Number two decimals .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY INTRATE INTEREST RATE, REQUIRED Number seven decimals Example .0700000 for 7.00% SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals Example .0025000 for .25% PTRATE PASS THRU RATE, REQUIRED Number seven decimals Example .0675000 for 6.75% PIPMT P&I CONSTANT, REQUIRED Number two decimals .00 IF PAIDOFF 1. The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05Deal Identifier by Loan 2. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.SBO Loan Number

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Certificate Insurer and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Certificate Insurer and the Depositor as if the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Certificate Insurer and the Depositor were each a party to this Agreement, and the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Certificate Insurer and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Certificate Insurer and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has Trustee and the Master Servicer have received an Opinion of Counsel (but not at the expense of the SellerSeller reimbursable from funds in the Custodial Account) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or Trustee and the Trustee on behalf of the Trust Fund) Master Servicer an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor as if the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor were each a party to this Agreement, and the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling and Servicing Agreement. 26. Section 11.01 of the Servicing Addendum (Seller Servicer to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller Servicer shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has Trustee and the Master Servicer have received an Opinion of Counsel (but not at the expense of the SellerServicer reimbursable from funds in the Custodial Account) to the effect that the contemplated action will not cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller Servicer shall have provided to the Trust Fund (or Trustee and the Trustee on behalf of the Trust Fund) Master Servicer an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause either (i) the loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to the Pooling and Servicing Agreement, or (ii) the imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created under the Pooling and Servicing Agreement to the extent such tax would be payable from assets held as part of the Trust Fund, such event, an “Adverse REMIC Event (as defined in the Pooling Agreement). Event.” The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.0511.05 of this Agreement. Promptly after the execution of any modification of any Mortgage Loan, the Seller Servicer shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification. 30. Section 11.03(d) of the Servicing Addendum (Realization Upon Defaulted Mortgage Loans) is hereby deleted in its entirety.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has Trustee and the Master Servicer have received an Opinion of Counsel (but not at the expense of the SellerSeller reimbursable from funds in the Custodial Account) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or Trustee and the Trustee on behalf of the Trust Fund) Master Servicer an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor Master Servicer each receive the benefit of the provisions of this Agreement as an intended third party beneficiary beneficiaries of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor Master Servicer as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor Master Servicer each were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor Master Servicer each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. The Servicer shall only take directions from the Master Servicer (if direction by the Master Servicer is required under this Agreement) unless otherwise directed by this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or Master Servicer and the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling and Servicing Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller Servicer shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller Servicer has received an Opinion of Counsel (but not at the expense of the SellerServicer) to the effect that the contemplated action will not cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller Servicer shall have provided to the Trust Fund (or Master Servicer and the Trustee on behalf of the Trust Fund) an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling and Servicing Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller Servicer to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller Servicer shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of (and forward to the Master Servicer copies of) any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or Trustee, the Trustee on behalf of the Trust Fund) Master Servicer and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling and Servicing Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has Trustee and the Master Servicer have received an Opinion of Counsel (but not at the expense of the SellerSeller reimbursable from funds in the Custodial Account) to the effect that the contemplated action will not cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or Trustee and the Trustee on behalf of the Trust Fund) Master Servicer an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling and Servicing Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.0511.05 of this Agreement. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 2625. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification. 26. Section 11.04 of the Servicing Addendum (Establishment of Custodial Accounts; Deposits in Custodial Accounts) is hereby amended as follows: (i) by adding the words “, entitled ‘in trust for the Trustee of the HarborView 2006-1 Trust Fund’” at the end of the first sentence of the first paragraph. (ii) by deleting the “and” at the end of clause (x), by deleting the period at the end of clause (xi) and replacing it with “; and” and by adding a new clause (xii) after the end of clause (xi) to read as follows:

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling and Servicing Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) ), an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling and Servicing Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.0511.05 of the Servicing Addendum. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless Trust Fund (or the Seller has Trustee on behalf of the Trust Fund) and the Master Servicer have received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Master Servicer an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.

Intended Third Party Beneficiaries. Notwithstanding any provision herein to the contrary, the parties to this Agreement agree that it is appropriate, in furtherance of the intent of such parties as set forth herein, that the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each receive the benefit of the provisions of this Agreement as an intended third party beneficiary of this Agreement to the extent of such provisions. The Seller Servicer shall have the same obligations to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor as if the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor were each a party to this Agreement, and the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor each shall have the same rights and remedies to enforce the provisions of this Agreement as if it were a party to this Agreement. Notwithstanding the foregoing, all rights and obligations of the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor hereunder (other than the right to indemnification and the indemnification obligations, as applicable) shall terminate upon termination of the Trust Fund pursuant to the Pooling Agreement. 26. Section 11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby amended as follows: (i) by adding the following proviso at the end of the first paragraph to read as follows: provided, however, that the Seller shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (but not at the expense of the Seller) to the effect that the contemplated action will not cause any REMIC created under the Pooling Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created thereunder. (ii) by adding the following additional proviso at the end of the first sentence of the second paragraph to read as follows: ; provided, further, no such modification shall be permitted unless the Seller shall have provided to the Trust Fund (or the Trustee on behalf of the Trust Fund) an Opinion of Counsel in writing to the effect that such modification, waiver or amendment would not cause an Adverse REMIC Event (as defined in the Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be a reimbursable expense to the Seller to be withdrawn from the Custodial Account pursuant to Section 11.05. Promptly after the execution of any modification of any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee on behalf of the Trust Fund) the originals of any documents evidencing such modification.