Common use of Prepayment Charges Clause in Contracts

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment, the Servicer shall not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Owner, the Owner’s custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged Property. For the avoidance of doubt, the Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal PrepaymentPrepayment of a Mortgage Loan, the Servicer shall may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, Loan or (ii) (Aii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ ' rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Owner, the Owner’s custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged Property. For the avoidance of doubt, the Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan. If the Servicer has waived all or a portion of a Prepayment Charge relating to a Principal Prepayment, other than as provided above, the Servicer shall deliver to the Trustee no later than the Business Day immediately preceding the next Distribution Date, for deposit into the Certificate Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of this Agreement; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 4.09 if the Servicer did not have a copy of the related Mortgage Note, the Servicer requested via email a copy of the same from the Trustee and the Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the Servicer has waived all or a portion of a Prepayment Charge for any reason, it shall promptly notify the Trustee thereof and shall include such information in any monthly reports it provides the Trustee. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is different from the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall rely conclusively on the Prepayment Charge as set forth under the terms of the Mortgage Note. To the extent the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or 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 Mortgage Loan Schedule.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal PrepaymentPrepayment of a Mortgage Loan, the related Servicer shall may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the related Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (Aii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the related Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the OwnerDepositor, the Owner’s custodian Seller, the Custodians and from its own records or files, files or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower Mortgagor has elected to pay the loan Loan in full rather than rebuild the Mortgaged Property. For the avoidance of doubt, the related Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan. If the related Servicer has waived all or a portion of a Prepayment Charge relating to a Principal Prepayment, other than as provided above, the related Servicer shall deliver to the Trustee no later than the Business Day immediately preceding the next Distribution Date, for deposit into the Certificate Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of this Agreement; provided, however, the related Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 4.09 if such Servicer did not have a copy of the related Mortgage Note, such Servicer requested via email a copy of the same from the Trustee and the Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the related Servicer has waived all or a portion of a Prepayment Charge for any reason, it shall promptly notify the Trustee thereof and shall include such information in any monthly reports it provides the Trustee. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is different from the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the related Servicer, such Servicer shall rely conclusively on the Prepayment Charge as set forth under the terms of the Mortgage Note. To the extent the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the related Servicer, such Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or 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 Mortgage Loan Schedule.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal PrepaymentPrepayment of a Loan, the related Servicer shall may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the related Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (Aii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the related Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the OwnerDepositor, the Owner’s custodian Seller, the Custodians and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower Mortgagor has elected to pay the loan Loan in full rather than rebuild the Mortgaged PropertyProperty and (vi) with respect to any Group 2 Loan, the Prepayment Charge is waived in accordance with Accepted Servicing Practices for handling outstanding small balances on home equity lines of credit similar to the Group 2 Loans. For the avoidance of doubt, the related Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Loan. If the related Servicer has waived all or a portion of a Prepayment Charge relating to a Principal Prepayment, other than as provided above, the related Servicer shall deliver to the Indenture Trustee no later than the Business Day immediately preceding the next Payment Date, for deposit into the Payment Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of the Indenture; provided, however, the related Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 3.23 if such Servicer did not have a copy of the related Mortgage LoanNote, such Servicer requested via email a copy of the same from the Indenture Trustee and the Indenture Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the related Servicer has waived all or a portion of a Prepayment Charge for any reason, it shall promptly notify the Indenture Trustee thereof and shall include such information in any monthly reports it provides the Indenture Trustee. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is different from the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the related Servicer, such Servicer shall rely conclusively on the Prepayment Charge as set forth under the terms of the Mortgage Note. To the extent the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Loan Schedule or other information provided to the related Servicer, such Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or 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 Loan Schedule.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal PrepaymentPrepayment of a Loan, the Servicer shall may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (Aii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the OwnerDepositor, the Owner’s custodian Seller, the Custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower Mortgagor has elected to pay the loan Loan in full rather than rebuild the Mortgaged PropertyProperty and (vi) the Prepayment Charge is waived in accordance with Accepted Servicing Practices for handling outstanding small balances on home equity lines of credit similar to the Loans. For the avoidance of doubt, the Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Loan. If the Servicer has waived all or a portion of a Prepayment Charge relating to a Principal Prepayment, other than as provided above, the Servicer shall deliver to the Indenture Trustee no later than the Business Day immediately preceding the next Payment Date, for deposit into the Payment Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of the Indenture; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 3.23 if it did not have a copy of the related Mortgage LoanNote, it requested via email a copy of the same from the Indenture Trustee and the Indenture Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the Servicer has waived all or a portion of a Prepayment Charge for any reason, it shall promptly notify the Indenture Trustee thereof and shall include such information in any monthly reports it provides the Indenture Trustee. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is different from the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall rely conclusively on the Prepayment Charge as set forth under the terms of the Mortgage Note. To the extent the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Loan Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or 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 Loan Schedule.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal PrepaymentPrepayment of a Mortgage Loan, the Servicer shall may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing similar mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (Aii)(A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the OwnerDepositor, the Owner’s custodian Seller, the Custodians and from its own records or files, files or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower Mortgagor has elected to pay the loan Loan in full rather than rebuild the Mortgaged Property. For the avoidance of doubt, the Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan. If the Servicer has waived all or a portion of a Prepayment Charge relating to a Principal Prepayment, other than as provided above, the Servicer shall deliver to the Trustee no later than the Business Day immediately preceding the next Distribution Date, for deposit into the Certificate Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of this Agreement; provided, however, the Servicer shall not have any obligation to pay the amount of any uncollected Prepayment Charge under this Section 4.09 if the Servicer did not have a copy of the related Mortgage Note, the Servicer requested via email a copy of the same from the Trustee and the Trustee failed to provide such a copy within two (2) Business Days of receipt of such request. If the Servicer has waived all or a portion of a Prepayment Charge for any reason, it shall promptly notify the Trustee thereof and shall include such information in any monthly reports it provides the Trustee. Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Charge payable under the terms of the Mortgage Note is different from the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall rely conclusively on the Prepayment Charge as set forth under the terms of the Mortgage Note. To the extent the Prepayment Charge payable under the terms of the Mortgage Note is less than the amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall not have any liability or obligation with respect to such difference, and in addition shall not have any liability or 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 Mortgage Loan Schedule.

Prepayment Charges. Notwithstanding anything in (a) To the extent consistent with the terms of this Agreement to the contrary, in the event of a Principal PrepaymentAgreement, the Servicer shall not may waive any (or permit a subservicer to waive) a Prepayment Charge or portion thereof required by only under the terms of the related Mortgage Note unless following circumstances: (i) the related Mortgage Loan is in such waiver relates to a default or a reasonably foreseeable default and such waiver (a) is standard and customary in servicing mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, Loan or (ii) (A) the enforceability thereof such waiver is limited (1) by bankruptcy, insolvency, moratorium, receivership, required under state or other similar federal law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant Servicer has not been provided with information sufficient to written guidelines issued enable it to collect the Prepayment Charge. If a Prepayment Charge is waived as permitted by any applicable federalmeeting the standard described in clause (iii) above, state or local authority having jurisdiction over such matters, (iv) then the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using shall use commercially reasonable efforts to locate such documentationenforce the obligation, which efforts shall includeif any, but are not limited to, seeking such documentation from the Owner, the Owner’s custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected Transferor to pay the loan Transferor Prepayment Charge Payment Amount related to such waived Prepayment Charge, for deposit in full rather than rebuild the Mortgaged PropertyCollection Account. For The Servicer shall not waive any Prepayment Charge unless it is waived 91 in accordance with this Section 3.29(a). Notwithstanding anything to the avoidance of doubtcontrary in this Section 3.29, the Servicer may shall not waive a any Prepayment Charge in connection with under (iii) above if it would (i) adversely affect the status of any REMIC created hereunder or (ii) cause any such REMIC to be subject to a short sale tax or short payoff on a defaulted Mortgage Loan"prohibited transactions" or "prohibited contributions" under the REMIC Provisions or any similar provision of state or local law.

Prepayment Charges. Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment, the (a) The Servicer shall will not waive any part of any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in waiver relates to a default or a reasonably foreseeable default and such waiver default, (aii) is standard and customary in servicing mortgage loans similar the Prepayment Charge would cause an undue hardship to the Mortgage Loans and related borrower, (biii) wouldthe Mortgaged Property is sold by the Mortgagor, in (iv) the reasonable judgment collection of such Prepayment Charge would violate any relevant law or regulation, (v) the waiving of the Servicer, Prepayment Charge would otherwise benefit the Trust Fund and it is expected that the waiver would maximize recovery of total proceeds taking into account the value of such the Prepayment Charge and the related Mortgage LoanLoan 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), (ii) (Avi) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “"predatory” " pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (ivvii) the Servicer enforceability thereof is unable limited due to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Owner, the Owner’s custodian and from its own records acceleration in connection with a foreclosure or filesother involuntary payment, or (vvii) the related Mortgaged Property has been damaged Mortgage Loan is subject to the Relief Act at the time of such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged PropertyPayoff. For the avoidance of doubt, the The Servicer may will not waive a Prepayment Charge in connection with a short sale refinancing of a Mortgage Loan that is not related to a default or short payoff on a defaulted Mortgage Loanreasonably foreseeable default.