Common use of Seller to Act as Interim Servicer Clause in Contracts

Seller to Act as Interim Servicer. The Seller, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with Accepted Servicing Practices and this Agreement during the Interim Servicing Period and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement. Consistent with the terms of this Agreement, the Seller may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Seller's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the final maturity date on such Mortgage Loan. Without limiting the generality of the foregoing, the Seller shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself, and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by the Seller, the Purchaser shall furnish the Seller with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties under this Agreement. The Seller shall notify MERS of the ownership interest of the Purchaser in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, the Purchaser may direct the Seller to cause any MOM Loan to be deactivated from the MERS System. In servicing and administering the Mortgage Loans, the Seller shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on the Seller. The Seller will furnish, with respect to each Mortgage Loan, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis.

Seller to Act as Interim Servicer. The SellerOn the Closing Date, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with Accepted Servicing Practices and this Agreement during will be sold by the Interim Servicing Period and shall have full power and authoritySeller to the Purchaser on a servicing released basis, acting alone, to do or cause to be done including any and all things rights in connection with such servicing the Servicing Rights. Subject to, and administration which the Seller may deem necessary or desirable and consistent with upon the terms of this Agreement. Consistent with the terms and conditions of this Agreement, the Seller may waivehereby transfers, modify or vary any term of any assigns and delivers to the Purchaser the right to service each such Mortgage Loan or consent to sold by it as of such Closing Date. Simultaneously with the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Seller's reasonable execution and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the final maturity date on such Mortgage Loan. Without limiting the generality of the foregoing, the Seller shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself, and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by the Seller, the Purchaser shall furnish the Seller with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties under this Agreement. The Seller shall notify MERS of the ownership interest of the Purchaser in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term delivery of this Agreement, the Purchaser may direct Seller hereby agrees to act as interim servicer to service the Seller to cause any MOM Mortgage Loans listed on the Mortgage Loan to be deactivated from Schedule during the MERS SystemInterim Servicing Period in accordance with this Agreement and in accordance with Accepted Servicing Practices. In servicing and administering the Mortgage Loans, the Seller shall comply with all federal, state and local laws and regulations and the Mortgage Loan Documents and employ procedures (including collection procedures procedures) and exercise the same care that it a servicer customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and government-sponsored programs. As consideration for servicing the Purchaser's reliance on Mortgage Loans, the SellerSeller shall be entitled to $8.00 per Mortgage Loan, per month (the “Servicing Fee”), which amount shall be prorated for any portion of a month during which the Mortgage Loan is interim serviced pursuant to this Agreement. In addition, the Seller will retain all ancillary income derived from the Mortgage Loans, including but not limited to late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees and all other incidental fees and charges. The Seller will furnishshall be required to pay all expenses incurred by it in connection with its interim servicing activities hereunder and shall not be entitled to reimbursement therefor. Continuously during the Interim Servicing Period, with respect the Seller shall proceed diligently to collect all payments due under each of the Mortgage LoanLoans when the same shall become due and payable and shall, in accordance with the Fair Credit Reporting guidelines of the Real Estate Settlement Procedures Act and its implementing regulationsof 1974, accurate and complete information on its borrower credit files to Equifax, Experianas amended, and Trans Union Credit Information Companyall rules and regulations promulgated thereunder, take special care in ascertaining and estimating escrow payments and all other charges that will become due and payable with respect to the Mortgage Loans and each related Mortgaged Property, to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Purchaser acknowledges and agrees that the Seller as interim servicer shall have no obligation to advance any amounts constituting delinquent principal and interest payments. On the third (3rd) Business Day of each month, the Seller shall remit by wire transfer of immediately available funds to the Purchaser all amounts collected on the Mortgage Loans during the previous calendar month or other applicable period (net of unreimbursed Servicing Advances and Servicing Fees); provided, that the Seller shall have provided to the Purchaser prior to netting of any unreimbursed Servicing Advances, all back-up documentation received or in the possession related to any such Servicing Advances incurred by the Seller during the Interim Servicing Period, and the Purchaser shall have approved such amount in writing. During the Interim Servicing Period, the Seller shall make available loan-level information generated by it with respect to the Mortgage Loans via daily posting on a monthly secure website or daily delivery of an electronic loan tape in such form as required by the Purchaser, or in such other practical manner as mutually-agreed to between the Seller and the Purchaser. During the Interim Servicing Period, the Seller shall participate with the Purchaser in meetings by telephone on a weekly basis (or on such other periodic basis mutually agreed to by the Seller and the Purchaser) (each such meeting, a “status call”) during which the Seller shall report to the Purchaser on the status of items relating to the Mortgage Loans including, but not limited to, any outstanding repurchase claims with respect to a Mortgage Loan. Promptly after each such call, the Seller shall prepare a written status report with respect to each of the items that were on the agenda for the call, including any actions to be taken by it pursuant to its obligations as the Seller under this Agreement. Promptly after receipt of such written status report, but not later than the next scheduled status call, the Purchaser shall confirm its agreement with each item on the written status report as an accurate report of the matters discussed on the status call to which such written report relates or shall identify to the Seller any disagreements with or omissions from such status report as an accurate report of the matters discussed on the status call. The transfer of servicing responsibilities for the Mortgage Loans shall occur on the Servicing Transfer Date. No later than three (3) Business Days prior to the Servicing Transfer Date, the Seller shall deliver to the Purchaser or its designee all documents and records relating to the Mortgage Loans constituting the servicing file. On or prior to the third (3rd) Business Day following the Servicing Transfer Date, the Seller shall deliver to the Purchaser or its designee an accounting of amounts collected or held by it with respect thereto (on an “actual/actual” basis), remit to Purchaser or its designee all funds held by it with respect to the Mortgage Loans and otherwise use its best efforts to effect the orderly and efficient transfer of the servicing of the Mortgage Loans to Purchaser or its designee acting as Successor Servicer. Such transfer of servicing shall be in accordance with the transfer procedures in Exhibit F to this Agreement.

Seller to Act as Interim Servicer. (a) The Mortgage Loans will be purchased by Purchaser and sold by Seller on a servicing-released basis and the purchase of the Mortgage Loans by the Purchaser shall, for all purposes, include all Servicing Rights relating thereto. From the related Closing Date to the Servicing Transfer Date, Seller, as an independent contract servicercontractor, shall interim service and administer the Mortgage Loans in strict accordance with Accepted Servicing Practices and this Agreement during the Interim Servicing Period and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement. Consistent with the terms of this Agreement, the Seller may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Seller's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the final maturity date on such Mortgage LoanPractices. Without limiting the generality of the foregoing, the Seller shall continuenot take, or fail to take, any action which would result in the Purchaser’s interest in the Mortgage Loans being adversely affected. In determining the delinquency status of any Mortgage Loan, the Seller will use delinquency recognition policies as described to and approved by the Purchaser, and is hereby authorized shall revise these policies as requested by the Purchaser from time to time. On the Servicing Transfer Date, the Seller shall transfer the servicing of the Mortgage Loans to the Purchaser or its designee in accordance with the requirements mutually agreed upon by the Seller and empoweredthe Purchaser. (b) The Seller may perform its servicing responsibilities through agents or independent contractors, to execute and deliver but shall not thereby be released from any of its responsibilities hereunder. The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of itselfSeller provided each subservicer is a Xxxxxx Xxx approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Xxxxxx Xxx or Freddie Mac, or which would require notification to Xxxxxx Xxx or Freddie Mac. Seller shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by Seller hereunder shall be reimbursable to Seller as Servicing Advances). Seller shall be entitled to enter into an agreement with the subservicer for indemnification of Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Seller alone, and the PurchaserPurchaser shall have no obligations, all instruments of satisfaction duties or cancellation, or of partial or full release, discharge and all other comparable instruments, liabilities with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by the Sellersubservicer including no obligation, the Purchaser shall furnish the Seller with any powers of attorney and other documents necessary duty or appropriate to enable the Seller to carry out its servicing and administrative duties under this Agreement. The Seller shall notify MERS of the ownership interest liability of the Purchaser in each MOM to pay the subservicer’s fees and expenses. For purposes of distributions and advances by Seller pursuant to this Agreement, Seller shall be deemed to have received a payment on a Mortgage Loan through when the MORNET system subservicer has received such payment. Seller shall not make any amendment to any agreement with a subservicer if such amendment is not consistent with or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during violates the term provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser may direct the Seller to cause any MOM Loan to be deactivated from the MERS System. In servicing and administering the Mortgage Loans, the Seller shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's reliance on the Seller. The Seller will furnish, with respect to each Mortgage Loan, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis.Section 11.02

Seller to Act as Interim Servicer. The Seller, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with Accepted Servicing Practices and this Agreement during the Interim Servicing Period and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement. The Seller shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Seller’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Seller under this Agreement. Consistent with the terms of this Agreement, the Seller may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Seller's ’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that the Seller shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the final maturity date on such Mortgage Loan. Without limiting the generality of the foregoing, the Seller shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself, and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by the Seller, the Purchaser shall furnish the Seller with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties under this Agreement. The If applicable, the Seller shall notify MERS of the ownership interest of the Purchaser in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, the Purchaser may direct the Seller to cause any MOM Loan to be deactivated from the MERS System. In servicing and administering the Mortgage Loans, the Seller shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser's ’s reliance on the Seller. The Seller will furnish, with respect to each Mortgage Loan, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis. The Seller has in place, and will maintain throughout the term of this Agreement, a procedure by which it confirms, on an ongoing basis, that no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “specially designated national or blocked person” for purposes of the OFAC Regulations.