Common use of Interim Servicing Clause in Contracts

Interim Servicing. 5 On or before September 30, 2014, or upon the date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor or its subservicer [Servicer] to Assignee (each such date, a “Servicing Transfer Date”), Assignor or [Servicer] shall transfer the servicing with respect to the Mortgage Loans to Assignee or its designee in accordance with the servicing transfer guidelines of Assignor or [Servicer]. From the Closing Date to the Servicing Transfer Date, Assignor shall service, or cause [Servicer] to service, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Agreement and Accepted Servicing Practices. Until the Servicing Transfer Date, Assignor shall be entitled to retain from payments on the Mortgage Loans, an interim servicing fee equal to the amount set forth in the Trade Confirmation and all reasonable out-of-pocket expenses borne by Assignor (or [Servicer]) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or [Servicer]) to fully recover all amounts payable to the Assignor (or [Servicer]) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is authorized to retain pursuant to this Agreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. In the event that [Servicer] has not remitted the total of funds collected due Assignee as described in clause (a) above on the Servicing Transfer Date, Assignor shall remit such funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Assignor to the Assignee shall be made by wire transfer of immediately available funds to the account designated by Assignee. 5 In Agreements entered into with a servicer, this section has been removed.

Interim Servicing. 5 On or before September 30, 2014, or upon During the date which period commencing on the actual transfer Purchase Date and ending at the close of servicing responsibilities for any Mortgage Loans is transferred from Assignor or its subservicer [Servicer] business on the day prior to Assignee the Transfer Date (each such date, a the “Interim Servicing Transfer DatePeriod”), Assignor the Seller shall, or [Servicer] shall transfer the servicing with respect to the Mortgage Loans to Assignee or its designee in accordance with the servicing transfer guidelines of Assignor or [Servicer]. From the Closing Date to the Servicing Transfer DatePurchaser’s consent, Assignor shall servicecause a sub-servicer to, or cause [Servicer] to service, service the Mortgage Loans for Assignee and on an “actual/actual” basisbehalf of the Purchaser in accordance with all Applicable Servicing Requirements. Assignor shall have full power and authorityOn each Remittance Date, acting alone Seller (or through [Servicer]its servicer) as an interim servicershall deliver to the Purchaser, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Agreement and Accepted Servicing Practices. Until the Servicing Transfer Date, Assignor shall be entitled to retain from payments on the Mortgage Loansits designee, an interim excel file containing the data fields listed in Exhibit “C” hereto, or such other information as mutually agreed upon. During the Interim Servicing Period, Purchaser shall pay Seller a servicing fee equal to for the amount set forth in the Trade Confirmation and all reasonable out-of-pocket expenses borne by Assignor (or [Servicer]) in connection with its interim servicing of the Mortgage Loans up to on Purchaser’s behalf in accordance with the Servicing Transfer Date that constitute advancesfee schedule attached as Exhibit “D” hereto. In the no event that the payments on shall Seller have any liability to Purchaser or any other Person for any failure by Seller to service the Mortgage Loans are not sufficient in accordance with Applicable Servicing Requirements to the extent that such failure results from or arises out of the delivery of the Mortgage Loan Documents to Purchaser prior to the Transfer Date in accordance with this Agreement. Any payments received by Seller after the Purchase Date shall be held by the Seller for the Assignor (or [Servicer]) to fully recover all amounts payable benefit of Purchaser and shall be endorsed/remitted over to the Assignor (or [Servicer]) pursuant Purchaser on each Remittance Date. To the extent not already done so, the Seller shall deliver any payments received and all files relating to the preceding sentenceservicing of the Mortgage Loans, including without limitation, all documents, reports, pay histories as of the Assignee shall pay those amounts within two Transfer Date and all ledgers necessary to service the Mortgage Loans, not later than three (23) business days of its receipt of an invoice from Business Days after the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is authorized to retain pursuant to this Agreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. In the event that [Servicer] has not remitted the total of funds collected due Assignee as described in clause (a) above on the Servicing Transfer Date, Assignor shall remit such funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Assignor to the Assignee shall be made by wire transfer of immediately available funds to the account designated by Assignee. 5 In Agreements entered into with a servicer, this section has been removed.

Interim Servicing. 5 On or before September 30, 2014, or upon (a) The Seller and the date which Purchaser mutually acknowledge that it is impracticable for the actual transfer Purchaser immediately to perform the Servicing Requirements as of servicing responsibilities for any Mortgage Loans is transferred the Cut-off Date and that a period of time from Assignor or its subservicer [Servicer] the Cut-off Date to Assignee (each such date, a “Servicing the Transfer Date”), Assignor or [Servicer] shall transfer the servicing Date with respect to each Mortgage Loan (as to any Servicing Rights and Servicing Requirements, the "Interim Period") may be required for the Purchaser directly to assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to interim service all Mortgage Loans to Assignee or its designee as provided in this Section and in accordance with the servicing transfer guidelines provisions of Assignor the related MBS Servicing Agreements as the interim servicer for the benefit of the Purchaser. Notwithstanding anything in this Agreement to the contrary, the Seller shall make all remittances and comply with all reporting requirements set forth in the related MBS Servicing Agreements during the Interim Period; provided, however, that commencing with the first remittance to be made to the related Trustee on or [Servicer]after the Cut-off Date, the Purchaser shall fund all Advances and payments of Prepayment Interest Shortfall Amounts (as defined in the related MBS Servicing Agreement) required to be made as set forth in and subject to the provisions of this Section 6.01 and the related financing facility for such Advances between the Purchaser and the Seller (subject to the limitation that the Purchaser shall not fund Advances in March, 2001 in an amount exceeding $12,000,000). From During the period from the Closing Date to the Servicing Transfer Date, Assignor the Seller shall service, or cause [Servicer] to service, interim service the Mortgage Loans for Assignee the benefit of the Purchaser on an “actual/actual” basisbehalf of and as agent and fiduciary of the Purchaser. Assignor The Seller shall have full power maintain a complete set of books and authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Agreement and Accepted Servicing Practices. Until records for the Servicing Transfer Date, Assignor Rights which shall be entitled clearly marked to retain from payments on reflect the Mortgage Loans, ownership of such Servicing Rights by Purchaser as of the Closing Date and the entitlement of the Purchaser to the Servicing Fees and Ancillary Income as provided herein following the Cut-off Date. The Purchaser agrees to pay to the Seller an interim servicing fee equal to the amount set forth $15 per loan per Due Period (as defined in the Trade Confirmation MBS Servicing Agreements) during the Interim Period (in each case, pro-rated for any partial Due Period). The Seller and all reasonable out-of-pocket expenses borne by Assignor the Purchaser mutually agree that no later than five (or [Servicer]5) in connection with its servicing Business Days after the end of each calendar month during the Mortgage Loans up Interim Period the Seller shall deliver to the Purchaser all Servicing Transfer Fees and Ancillary Income received during the prior Due Period as the Seller would have been entitled to prior to the Cut-off Date; provided that, the Seller shall be entitled to retain any investment earnings on any Collection Account, distribution account or REO account which accrues prior to the Cut-off Date that constitute advanceswhether paid prior to or after the Cut-off Date. In lieu of both the event that Seller and the payments on the Mortgage Loans are not sufficient for the Assignor (or [Servicer]) to fully recover all amounts payable to the Assignor (or [Servicer]) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is authorized to retain Purchaser making a payment pursuant to this Agreement and Accepted Servicing PracticesSection 6.01, and (b) provide the amounts required to Assignee (or its assignee) a reconciliation report related thereto. In be paid hereunder may be netted against one another, with only the event that [Servicer] has not remitted the total of funds collected due Assignee as described in clause (a) above on the Servicing Transfer Date, Assignor shall remit such funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance net amount being made by the Assignor Seller or the Purchaser, as the case may be; provided that, the Purchaser shall not net from any Advances required to be made pursuant to this Section 6.01, the amount of any Servicing Fees due the Purchaser hereunder. The Seller and the Purchaser shall notify each Bond Insurer and Trustee thirty (30) days prior to the Assignee shall be made by wire transfer Transfer Date of immediately available funds to the account designated by Assignee. 5 In Agreements entered into with a servicer, this section has been removedTransfer Date.

Interim Servicing. 5 On The Seller shall, on behalf of Purchaser, service the Mortgage Loans for the benefit of Purchaser and the Investor during the period between the Sale Date and through close of business on the Transfer Date in accordance with all Applicable Requirements. In the performance of its duties and services hereunder, the Seller shall be an independent contractor acting in its own behalf and for its own account and without authority, expressed or before September 30implied, 2014to act for or on behalf of Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth hereinabove, or upon as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the date which the actual transfer of servicing responsibilities term hereof for any Mortgage Loans is transferred from Assignor or its subservicer [Servicer] to Assignee (each such dateitself, a “Servicing Transfer Date”)fidelity and errors and omissions bond coverage covering all employees handling funds, Assignor or [Servicer] shall transfer the servicing monies, documents and papers with respect to the Mortgage Loans to Assignee or its designee Loans, all in accordance with the servicing transfer guidelines Applicable Requirements. Seller shall perform all of Assignor or [Servicer]its obligations under this Section 5.2 at Seller’s sole cost and expense. From Purchaser shall pay to Seller the Closing Interim Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any Ancillary Income received by the Seller during the period from the Sale Date to the Servicing Transfer Date, Assignor shall serviceand the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (provided, or cause [Servicer] to service, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Agreement and Accepted Servicing Practices. Until the Servicing Transfer Date, Assignor that Purchaser shall be entitled to retain from payments on any performance incentive fees under HAMP and the Mortgage LoansGuides thereafter). The Interim Subservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, an interim servicing fee equal and the remaining portion of the Servicing Fee shall be remitted to the amount set forth in Purchaser on or before the Trade Confirmation and all reasonable out-of-pocket expenses borne 5th day of each month, by Assignor (or [Servicer]) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or [Servicer]) to fully recover all amounts payable to the Assignor (or [Servicer]) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is authorized to retain pursuant to this Agreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. In the event that [Servicer] has not remitted the total of funds collected due Assignee as described in clause (a) above on the Servicing Transfer Date, Assignor shall remit such funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Assignor to the Assignee shall be made by wire transfer of immediately available funds wiring to the account designated specified in Section 3.3. A report of the Servicing Fee and Interim Subservicing Fee, on a loan-level basis, shall be delivered to Purchaser within 30 calendar days after each calendar month end. The Interim Subservicing Fee is subject to verification by Assignee. 5 In Agreements entered into with a servicer, this section has been removedPurchaser within ten Business Days after receipt of Seller’s documentation.

Interim Servicing. 5 On or before September 30, 2014, or upon the date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor The Seller or its subservicer [Servicer] to Assignee (each such date, a “Servicing Transfer Date”), Assignor or [Servicer] designated agent approved by the Buyer shall transfer the servicing with respect to service the Mortgage Loans to Assignee or its designee until the related Transfer Date in accordance compliance with the servicing transfer guidelines all of Assignor or [Servicer]. From the Closing Date to the Servicing Transfer Date, Assignor shall service, or cause [Servicer] to service, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms and provisions of this Agreement and Accepted Servicing Practicescustomary servicing procedures of prudent servicers servicing mortgage loans like the Mortgage Loans; provided, however, that the Seller alone shall remain responsible for its servicing obligations hereunder until the Servicer assumes the servicing obligations hereunder. Until On or prior to the Servicing Monthly Determination date immediately following the related Transfer Date, Assignor the Seller and the Servicer shall be entitled resolve any discrepancies between the Seller’s accounting statement and the Servicer’s reconciliation with respect thereto and, not later than such Monthly Determination Date, the Seller or the Buyer, as the case may be, shall transfer to retain from payments on the other, in immediately available funds by wire transfer, any amounts to which the other party is entitled. For so long as the Seller acts as the interim servicer with respect to any Mortgage Loans, an the Seller shall deposit payments received by it into the Interim Collection Account and shall remit via wire transfer, hand delivery or overnight mail to the Servicer on a daily basis, within two Business days after receipt thereof, all payments received in respect of such Mortgage Loans on and after the related Cut-Off Date (except Escrow Payments). The Seller shall keep track of the payments received, and concurrently with any such deposit, the Seller shall give the Servicer a notification of deposit in a form mutually agreeable to the Seller and the Servicer. Within three Business Days after the end of each Remittance Period, the Seller shall furnish a summary of such remittances to the Buyer, the Servicer and the Program Administrator for such Remittance Period. The Seller shall indemnify and hold the Servicer, the Buyer and the Program Administrator harmless against any and all losses and damages which the Buyer, the Servicer or the Program Administrator may sustain as a result of any breach by the Seller of its interim servicing fee equal to the amount set forth in the Trade Confirmation and all reasonable out-of-pocket expenses borne by Assignor (or [Servicer]) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or [Servicer]) to fully recover all amounts payable to the Assignor (or [Servicer]) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is authorized to retain pursuant to this Agreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. In the event that [Servicer] has not remitted the total of funds collected due Assignee as described in clause (a) above on the Servicing Transfer Date, Assignor shall remit such funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Assignor to the Assignee shall be made by wire transfer of immediately available funds to the account designated by Assignee. 5 In Agreements entered into with a servicer, this section has been removedobligations hereunder.