Common use of Interim Servicing Clause in Contracts

Interim Servicing. 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 implied, to 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 as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers with respect to the Mortgage Loans, all in accordance with the Applicable Requirements. Seller shall perform all of its obligations under this Section 5.2 at Seller’s sole cost and expense. Purchaser shall pay to Seller the 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 Transfer Date, and the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (provided, that Purchaser shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring to the account 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 Purchaser within ten Business Days after receipt of Seller’s documentation.

Interim Servicing. (a) The Seller shalland the Purchaser mutually acknowledge that it is impracticable for the Purchaser immediately to perform the Servicing Requirements as of the Cut-off Date and that a period of time from the Cut-off Date to the Transfer 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 as provided in this Section and in accordance with the provisions of 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 behalf or after the Cut-off Date, the Purchaser shall fund all Advances and payments of PurchaserPrepayment 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). During the period from the Closing Date to the Transfer Date, the Seller shall interim service the Mortgage Loans for the benefit of the Purchaser on behalf of and as agent and fiduciary of the Purchaser. The Seller shall maintain a complete set of books and records for the Servicing Rights which shall be clearly marked to reflect the ownership of such Servicing Rights by Purchaser as of the Closing Date and the Investor 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 $15 per loan per Due Period (as defined in the MBS Servicing Agreements) during the period between Interim Period (in each case, pro-rated for any partial Due Period). The Seller and the Sale Date Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all Servicing Fees and through close of business on Ancillary Income received during the Transfer Date in accordance with all Applicable Requirements. In prior Due Period as the performance of its duties and services hereunderSeller would have been entitled to prior to the Cut-off Date; provided that, the Seller shall be an independent contractor acting in its own behalf entitled to retain any investment earnings on any Collection Account, distribution account or REO account which accrues prior to the Cut-off Date whether paid prior to or after the Cut-off Date. In lieu of both the Seller and for its own account and without authoritythe Purchaser making a payment pursuant to this Section 6.01, expressed or implied, the amounts required to 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 as be paid hereunder may be authorized netted against one another, with only the net amount being made by the Seller or the Purchaser, as the case may be; provided that, the Purchaser in writing shall not net from time any Advances required to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers with respect be made pursuant to the Mortgage Loans, all in accordance with the Applicable Requirements. Seller shall perform all of its obligations under this Section 5.2 at Seller’s sole cost and expense. 6.01, the amount of any Servicing Fees due the Purchaser shall pay to Seller the Interim Subservicing Feehereunder. 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 Transfer Date, and the initial HAMP servicer incentive fee earned under HAMP guidelines Purchaser shall notify each Bond Insurer and the Guides but not paid Trustee thirty (30) days prior to the Transfer Date (provided, that Purchaser shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring to the account 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 Purchaser within ten Business Days after receipt of Seller’s documentationTransfer Date.

Interim Servicing. The Seller shall[On or before [INSERT DATE], on behalf or upon the date which the actual transfer of Purchaser, service the servicing responsibilities for any Mortgage Loans for is transferred from Assignor to Assignee (each such date, a “Servicing Transfer Date”), Assignor shall transfer 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 implied, to 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 as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers servicing with respect to the Mortgage Loans, all Loans to Assignee or its designee in accordance with the Applicable Requirementsservicing transfer guidelines of Assignor. Seller From the Closing Date to the Servicing Transfer Date, Assignor shall perform service, or cause to be serviced, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone or through the Company as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor may deem necessary or desirable, consistent with the terms of its obligations under this Section 5.2 at Seller’s sole cost Agreement and expense(A) to the extent the Assignor is directly interim servicing the Mortgage Loans, those mortgage servicing practices which are in accordance with (i) customary and usual standards of practice of mortgage servicers, (ii) all applicable federal, state or local laws and (iii) the terms of the Mortgage Note, the Mortgage and any other Mortgage Loan Documents or (B) to the extent the Company is interim servicing the Mortgage Loans, those mortgage servicing practices which are in accordance with the terms of the Master Agreement. Purchaser Until the Servicing Transfer Date, Assignor shall pay to Seller the Interim Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any Ancillary Income received from payments on the Mortgage Loans, an interim servicing fee equal to the amount set forth in the Commitment Letter and all reasonable out-of-pocket expenses borne by Assignor (or the Seller during Company) in connection with its servicing of the period Mortgage Loans up to the Servicing Transfer Date that constitute servicing advances or corporate advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or the Company) to fully recover all amounts payable to the Assignor (or the Company) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Sale Date to Assignor or the Company, as applicable. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (i) remit to Assignee the total of funds collected by the Assignor and the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior due to the Assignee (net of the Assignor’s or Company’s interim servicing fee and, if any, unreimbursed servicing advances or corporate advances) up to the Servicing Transfer Date Date, less any amounts Assignor (providedor the Company) is authorized to retain pursuant to this Agreement and accepted servicing practices, that Purchaser and (ii) provide to Assignee (or its assignee) a reconciliation report related thereto. Each remittance made by the Assignor to the Assignee shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out made by wire transfer of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring immediately available funds to the account 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 designated by Purchaser within ten Business Days after receipt of Seller’s documentationAssignee.]

Interim Servicing. The Seller shall5 On or before September 30, on behalf 2014, or upon the date which the actual transfer of Purchaser, service the servicing responsibilities for any Mortgage Loans for is transferred from Assignor or its subservicer [Servicer] to Assignee (each such date, a “Servicing Transfer Date”), Assignor or [Servicer] shall transfer 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 implied, to 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 as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers servicing with respect to the Mortgage Loans, all Loans to Assignee or its designee in accordance with the Applicable Requirementsservicing transfer guidelines of Assignor or [Servicer]. Seller From the Closing Date to the Servicing Transfer Date, Assignor shall perform 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 its obligations under this Section 5.2 at Seller’s sole cost Agreement and expenseAccepted Servicing Practices. Purchaser Until the Servicing Transfer Date, Assignor shall pay to Seller the Interim Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any Ancillary Income received 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 Seller during Mortgage Loans up to the period 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 Sale Date to 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 initial HAMP servicer incentive fee earned under HAMP guidelines and reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Guides but not paid prior Assignor to the Transfer Date (provided, that Purchaser Assignee shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out made by wire transfer of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring immediately available funds to the account specified in Section 3.3designated by Assignee. A report of the Servicing Fee and Interim Subservicing Fee5 In Agreements entered into with a servicer, 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 Purchaser within ten Business Days after receipt of Seller’s documentationthis section has been removed.

Interim Servicing. The Seller shall, on behalf of Purchaser, or its designated agent approved by the Buyer shall service the Mortgage Loans for until the benefit of Purchaser and the Investor during the period between the Sale Date and through close of business on the related Transfer Date in accordance compliance with all Applicable Requirementsof the terms and provisions of this Agreement and customary 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. In On or prior to the performance of its duties Monthly Determination date immediately following the related Transfer Date, the Seller and services hereunderthe Servicer shall 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 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, the Seller shall be an independent contractor acting in its own behalf deposit payments received by it into the Interim Collection Account and for its own account and without authorityshall remit via wire transfer, expressed hand delivery or implied, to 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 as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers with respect overnight mail to the Mortgage LoansServicer on a daily basis, within two Business days after receipt thereof, all payments received in accordance with respect of such Mortgage Loans on and after the Applicable Requirements. Seller shall perform all of its obligations under this Section 5.2 at Seller’s sole cost and expense. Purchaser shall pay to Seller the Interim Subservicing Feerelated Cut-Off Date (except Escrow Payments). The Seller shall also be entitled 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 retain 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 additional compensation a result of any Ancillary Income received breach by the Seller during the period from the Sale Date to the Transfer Date, and the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (provided, that Purchaser shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring to the account 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 Purchaser within ten Business Days after receipt of Seller’s documentationits interim servicing obligations hereunder.