Common use of The Servicer to Act as Servicer Clause in Contracts

The Servicer to Act as Servicer. The Issuer hereby appoints the Servicer to service and manage the Assets, and the Servicer hereby accepts such appointment and hereby agrees to service and manage the Assets pursuant to the terms of this Agreement. The Servicer agrees that its servicing and management of Assets shall be carried out in accordance with (i) applicable law, (ii) the provisions of all applicable Loan documents, (iii) the express terms of this Agreement and the Indenture, (iv) the servicing and asset management standards for performing and nonperforming commercial mortgage loans, as the case may be, for REO and for other collateral that are customarily employed by the Servicer in servicing and managing comparable mortgage loans in other portfolios owned by third parties and by prudent servicers servicing comparable mortgage loans for their own account, as applicable, (v) the objectives of (A) realizing upon the Assets in such a way that there will be sufficient funds in the Payment Account on each Payment Date for the payment in full of all interest due on the Notes, including Deferred Interest, (B) providing sufficient funds for the payment in full of the Notes of each Class on or prior to their respective Stated Maturities and (C) subject to clauses (A) and (B) above, maximizing proceeds recovered from the Assets and (vi) the directions given from time to time by the Issuer; but without regard to: (1) any relationship that the Servicer, any subservicer, or any Affiliate of the Servicer or any subservicer may have with the related obligor or with the Master Servicer; (2) the ownership of any Note or equity interest in the Issuer (or any interest in any Note or equity interest in the Issuer) by the Servicer, any Affiliate of the Servicer, the Master Servicer or any Affiliate of the Master Servicer; or (3) the Servicer's right to receive compensation for its services under the Servicing Agreement or with respect to any particular transaction. In the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Loan or REO as a result of one or more of the factors described in the foregoing clauses (A) through (C), it may, in accordance with Section 2.02, enter into a subservicing agreement pursuant to which a subservicer (who shall be the Master Servicer, unless the Master Servicer shall decline to subservice such Asset) shall perform its duties with respect to such Loan or REO. In such event, so long as such subservicer performs such duties on behalf of the Servicer in accordance with the requirements of this Section 2.01, then the Servicer shall be deemed to be in compliance therewith; PROVIDED, HOWEVER, that the entry of the Servicer into any such subservicing agreement shall not relieve the Servicer of its obligations with respect to such Loan or REO, and if both (x) the Servicer fails to perform such duties and (y) such subservicer fails to perform such duties on behalf of the Servicer (unless such subservicer is the Master Servicer), then the Servicer shall be deemed not to be in compliance with the terms of this Agreement. In servicing and administering the Assets under this Agreement, the Servicer shall, subject to the terms of this Agreement, have full power and authority, acting itself or through subservicers, to do any and all things in connection with such servicing and administration that are reasonably necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby required, authorized and empowered by the Issuer to execute and deliver, in the name and on behalf of the Issuer, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral, any and all leases and lease modifications or amendments or consents pursuant to any lease of less than 20% of the leasable square footage of any REO, and any and all instruments of satisfaction or cancellation or of partial or full release or discharge, all documents, affidavits and pleadings necessary to conduct any litigation or other proceedings involving the Issuer or its assets and all other comparable instruments with respect to the Assets and with respect to the Mortgaged Properties and related collateral. The Servicer shall take all actions reasonably necessary or desirable to maintain the lien on each Mortgaged Property and related collateral. Upon the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer and the Indenture Trustee a list of Authorized Officers, which list shall be updated by the Servicer after each change in Authorized Officers. Unless otherwise directed by the Issuer, the Servicer may in its discretion waive any late payment charge, whether accrued or prospective, in connection with any delinquent Monthly Payment or Balloon Payment. Except as expressly provided in this Agreement, the Servicer shall have no authority, without the prior written consent of the Issuer, to (i) sell or in any way hypothecate any Asset; (ii) enter into an agreement modifying or waiving the terms of any Loan or releasing any Obligor on any Loan from liability; ( iii) sign any document in the name or on behalf of the Issuer, except pursuant to a duly authorized and executed power of attorney; or (iv) act on behalf of, or hold itself out as having authority to act on behalf of, the Issuer in any manner which is beyond the scope of the terms of this Agreement. With respect to any action by the Servicer requiring the consent of the Issuer or the Master Servicer, the Servicer shall provide to such Person a description (including any revised Business Plan, if necessary, as described in Section 2.23(d)) and a recommendation in respect of the proposed action, forms of documents (if any) required to be executed by such Person and the date (which shall not be earlier than 10 Business Days or, in the case of an emergency, 5 Business Days, after the date of the Servicer's notice to such Person) by which such decision must be made to avoid penalties or other adverse consequences. In the case of an emergency, the Servicer shall promptly notify the Master Servicer or the Issuer, as the case may be, by telephone and send such documents by facsimile and by overnight courier to the Issuer or the Master Servicer, as the case may be, accompanied by a cover sheet in at least 30-point bold type stating "This is a request for emergency approval pursuant to Section 2.01 of the Servicing Agreement dated as of ____________, 1998, ICIFC Secured Assets Corp.". Prior to receipt of such response, the Servicer shall have no liability for failure to act, and if the Servicer receives no response by the required date, the Servicer shall act in accordance with the first paragraph of this Section 2.01.

The Servicer to Act as Servicer. The Issuer hereby appoints Subject to the rights and obligations of the Manager under the Management Agreement, the Servicer to shall administer and service and manage all Collateral as the Assetsagent of the Issuer for the benefit of the Issuer and, and the Servicer hereby accepts such appointment and hereby agrees to service and manage the Assets pursuant to the terms extent of this Agreement. The Servicer agrees that its servicing and management of Assets shall be carried out in accordance with (i) applicable law, (ii) the provisions of all applicable Loan documents, (iii) the express terms of this Agreement and Issuer's obligations under the Indenture, (iv) to the servicing and asset management standards for performing and nonperforming commercial mortgage loans, as the case may be, for REO and for other collateral that are customarily employed by the Servicer in servicing and managing comparable mortgage loans in other portfolios owned by third parties and by prudent servicers servicing comparable mortgage loans for their own account, as applicable, (v) the objectives of (A) realizing upon the Assets in such a way that there will be sufficient funds in the Payment Account on each Payment Date for the payment in full of all interest due on the Notes, including Deferred Interest, (B) providing sufficient funds for the payment in full of the Notes of each Class on or prior to their respective Stated Maturities and (C) subject to clauses (A) and (B) above, maximizing proceeds recovered from the Assets and (vi) the directions given from time to time by the Issuer; but without regard to: (1) any relationship that the Servicer, any subservicer, or any Affiliate of the Servicer or any subservicer may have with the related obligor or with the Master Servicer; (2) the ownership of any Note or equity interest in the Issuer (or any interest in any Note or equity interest in the Issuer) by the Servicer, any Affiliate of the Servicer, the Master Servicer or any Affiliate of the Master Servicer; or (3) the Servicer's right to receive compensation for its services under the Servicing Agreement or with respect to any particular transaction. In the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Loan or REO as a result of one or more of the factors described in the foregoing clauses (A) through (C), it may, Lender in accordance with Section 2.02, enter into a subservicing agreement pursuant to which a subservicer (who shall be the Master Servicer, unless the Master Servicer shall decline to subservice such Asset) shall perform its duties with respect to such Loan or REO. In such event, so long as such subservicer performs such duties on behalf of the Servicer in accordance with the requirements of this Section 2.01, then the Servicer shall be deemed to be in compliance therewith; PROVIDED, HOWEVER, that the entry of the Servicer into any such subservicing agreement shall not relieve the Servicer of its obligations with respect to such Loan or REO, and if both (x) the Servicer fails to perform such duties and (y) such subservicer fails to perform such duties on behalf of the Servicer (unless such subservicer is the Master Servicer), then the Servicer shall be deemed not to be in compliance with the terms of this Agreement. In servicing and administering the Assets under this Agreement, the Servicer shallAgreement and, subject to the terms of this AgreementIndenture, the Servicer shall have full power and authority, acting itself or through subservicers, authority to do any and all things in connection with such servicing and administration that are reasonably which it may deem necessary or desirable, including enforcement of the Management Agreement on behalf of the Issuer and the Lender. Without limiting the generality of the foregoing, subject to the Indenture, the Servicer is hereby required, authorized and empowered by the Issuer to execute and deliver, deliver on its behalf in the name and on behalf of event the IssuerManager fails to do so, any and all financing statementsconsents, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral, any and all leases and lease modifications or amendments or consents pursuant to any lease of less than 20% of the leasable square footage of any REO, and any and all instruments of satisfaction or cancellation cancellation, or of partial or full release or discharge, all documents, affidavits and pleadings necessary to conduct any litigation or other proceedings involving the Issuer or its assets and all other comparable instruments instruments, with respect to the Assets Collateral. The Servicer agrees that servicing of the Collateral shall be carried out prudently and in accordance with customary and usual servicing standards for other institutional servicers and applicable law, and to the extent not inconsistent with the foregoing, the Servicer shall exercise that degree of skill and care consistent with the degree of skill and care that the Servicer exercises with respect to similar property and property rights owned or serviced by the Mortgaged Properties Servicer and related collateralits Affiliates and shall apply in the servicing and administration of the Collateral standards, policies and procedures consistent with the standards, policies and procedures that the Servicer and its Affiliates applies with respect to similar property and property rights owned or serviced by it. The Servicer shall take all actions reasonably necessary give prior written notice to the Issuer, the Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such change that is or desirable will be material and adverse to maintain the lien on each Mortgaged Property and related collateralinterests of the Issuer or the Noteholders. Upon Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer Issuer, the Manager and the Indenture Trustee Lender a list list, certified by its secretary or one of Authorized Officersits assistant secretaries, of the officers and employees of the Servicer involved in, or responsible for, the administration and servicing of the Collateral, which list shall from time to time be updated by the Servicer after each change in Authorized Officers. Unless otherwise directed by and which may be relied upon until so updated and delivered to the Issuer, the Servicer may in its discretion waive any late payment charge, whether accrued or prospective, in connection with any delinquent Monthly Payment or Balloon PaymentManager and the Lender. Except as expressly provided in this AgreementWithout limiting the generality of the foregoing, the Servicer shall have no authority, without the prior written consent following duties: (a) the Servicer shall supervise the activities of the IssuerManager and shall enforce the Manager's obligations under the Management Agreement, to including, but not limited to, the following: (i) sell or If any obligated party shall be in default under any way hypothecate any Asset; (ii) enter into an agreement modifying or waiving the terms of any Loan or releasing any Obligor on any Loan from liability; ( iii) sign any document in the name or on behalf of the Issuer, except pursuant to a duly authorized and executed power of attorney; or (iv) act on behalf of, or hold itself out as having authority to act on behalf of, the Issuer in any manner which is beyond the scope of the terms of this Agreement. With respect to any action by the Servicer requiring the consent of the Issuer or the Master Servicer, the Servicer shall provide to such Person a description (including any revised Business Plan, if necessary, as described in Section 2.23(d)) and a recommendation in respect of the proposed action, forms of documents (if any) required to be executed by such Person and the date (which shall not be earlier than 10 Business Days or, in the case of an emergency, 5 Business Days, after the date of the Servicer's notice to such Person) by which such decision must be made to avoid penalties or other adverse consequences. In the case of an emergencyCollateral, the Servicer shall promptly notify direct the Master Manager to take such actions as are consistent with the Manager's normal and customary actions to require such obligated party to remedy such default, including sending appropriate notice of such default to such obligated party and to the Lender. (ii) The Servicer shall direct the Manager to take all necessary actions to maintain, enforce or renew any intellectual property rights registration (including, but not limited to copyright, trademark and patent registrations) in respect of any of the Collateral in any federal or foreign jurisdiction where intellectual property rights similar to the intellectual property rights included in the Collateral are generally registered and where the failure to take any such action will have a material adverse effect on the value of the Collateral or the Issuer, as the case may be, by telephone and send such documents by facsimile and by overnight courier to interests of the Issuer or and the Master ServicerNoteholders therein. Upon the Manager's failure to do so, as the case may be, accompanied Servicer is hereby authorized and empowered by a cover sheet in at least 30-point bold type stating "This is a request for emergency approval pursuant the Issuer and the Lender to Section 2.01 execute and deliver on behalf of the Servicing Agreement dated as Issuer and the Lender, any and all documents or instruments necessary to maintain, enforce or renew such copyrights. (b) Upon any release of ____________, 1998, ICIFC Secured Assets Corp.". Prior to receipt of such responsethe Lender's security interest in any Collateral, the Servicer shall have no liability for failure effect the release and transfer of documents with respect to act, and if the Servicer receives no response by the required date, the Servicer shall act Deleted Collateral in accordance with the first paragraph of this Section 2.01Indenture.

The Servicer to Act as Servicer. The Issuer hereby appoints the Servicer to shall service and manage administer the Assets, and the Servicer hereby accepts such appointment and hereby agrees to service and manage the Assets pursuant to the terms of this Agreement. The Servicer agrees that its servicing and management of Assets shall be carried out Mortgage Loans in accordance with (i) applicable law, (ii) the provisions of all applicable Loan documents, (iii) the express terms of this Agreement and the Indenture, (iv) the servicing and asset management standards for performing and nonperforming commercial mortgage loans, as the case may be, for REO and for other collateral that are customarily employed by the Servicer in servicing and managing comparable mortgage loans in other portfolios owned by third parties and by prudent servicers servicing comparable mortgage loans for their own account, as applicable, (v) the objectives of (A) realizing upon the Assets in such a way that there will be sufficient funds in the Payment Account on each Payment Date for the payment in full of all interest due on the Notes, including Deferred Interest, (B) providing sufficient funds for the payment in full of the Notes of each Class on or prior to their respective Stated Maturities and (C) subject to clauses (A) and (B) above, maximizing proceeds recovered from the Assets and (vi) the directions given from time to time by the Issuer; but without regard to: (1) any relationship that the Servicer, any subservicer, or any Affiliate of the Servicer or any subservicer may have with the related obligor or with the Master Servicer; (2) the ownership of any Note or equity interest in the Issuer (or any interest in any Note or equity interest in the Issuer) by the Servicer, any Affiliate of the Servicer, the Master Servicer or any Affiliate of the Master Servicer; or (3) the Servicer's right to receive compensation for its services under the Servicing Agreement or with respect to any particular transaction. In the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Loan or REO as a result of one or more of the factors described in the foregoing clauses (A) through (C), it may, in accordance with Section 2.02, enter into a subservicing agreement pursuant to which a subservicer (who shall be the Master Servicer, unless the Master Servicer shall decline to subservice such Asset) shall perform its duties with respect to such Loan or REO. In such event, so long as such subservicer performs such duties on behalf of the Servicer in accordance with the requirements of this Section 2.01, then the Servicer shall be deemed to be in compliance therewith; PROVIDED, HOWEVER, that the entry of the Servicer into any such subservicing agreement shall not relieve the Servicer of its obligations with respect to such Loan or REO, and if both (x) the Servicer fails to perform such duties and (y) such subservicer fails to perform such duties on behalf of the Servicer (unless such subservicer is the Master Servicer), then the Servicer shall be deemed not to be in compliance with the terms of this Agreement. In , Accepted Servicing Practices and the respective Mortgage Loans, shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities, and administering the Assets under this Agreement, the Servicer shall, subject to the terms of this Agreement, shall have full power and authority, acting itself alone or through subservicerssubservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that are reasonably necessary the Servicer shall take no action that is inconsistent with or desirableprejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor or the Trustee under this Agreement. Without limiting the generality of the foregoing, the Servicer Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby required, authorized and empowered by the Issuer Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, in the name and on behalf of the IssuerTrustee, the Depositor, the Certificateholders or any and all financing statementsof them, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral, any and all leases and lease modifications or amendments or consents pursuant to any lease of less than 20% of the leasable square footage of any REO, and any and all instruments of satisfaction or cancellation cancellation, or of partial or full release or discharge, all documents, affidavits and pleadings necessary to conduct any litigation or other proceedings involving the Issuer or its assets discharge and all other comparable instruments instruments, with respect to the Assets Mortgage Loans, and with respect to the Mortgaged Properties and related collateralheld for the benefit of the Certificateholders. The Servicer shall take all actions reasonably necessary or desirable prepare and deliver to maintain the lien on each Mortgaged Property and related collateral. Upon Depositor and/or the Trustee such documents requiring execution and delivery by any or all of this Agreementthem as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Servicer Depositor and/or the Trustee shall execute such documents and deliver them to the Issuer Servicer. The Servicer further is authorized and the Indenture Trustee a list of Authorized Officers, which list shall be updated empowered by the Servicer after each change in Authorized Officers. Unless otherwise directed by the IssuerTrustee, the Servicer may in its discretion waive any late payment charge, whether accrued or prospective, in connection with any delinquent Monthly Payment or Balloon Payment. Except as expressly provided in this Agreement, the Servicer shall have no authority, without the prior written consent of the Issuer, to (i) sell or in any way hypothecate any Asset; (ii) enter into an agreement modifying or waiving the terms of any Loan or releasing any Obligor on any Loan from liability; ( iii) sign any document in the name or on behalf of the IssuerCertificateholders and the Trustee, except pursuant to in its own name or in the name of a duly authorized and executed power of attorney; or (iv) act on behalf ofsubservicer, or hold itself out as having authority to act on behalf of, the Issuer in any manner which is beyond the scope of the terms of this Agreement. With respect to any action by when the Servicer requiring the consent of the Issuer or the Master Servicer, the Servicer shall provide to such Person a description (including any revised Business Plan, if necessary, as described in Section 2.23(d)) and a recommendation in respect of the proposed action, forms of documents (if any) required to be executed by such Person and the date (which shall not be earlier than 10 Business Days or, in the case of an emergency, 5 Business Days, after the date of the Servicer's notice to such Person) by which such decision must be made to avoid penalties or other adverse consequences. In the case of an emergency, the Servicer shall promptly notify the Master Servicer or the Issuersubservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by telephone the Servicer with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and send such documents by facsimile and by overnight courier to arrange for the assignment of the related Mortgages to the Issuer or Trustee, then any related expenses shall be reimbursable to the Master Servicer, as the case may be, accompanied by a cover sheet in at least 30-point bold type stating "This is a request for emergency approval pursuant to Section 2.01 of the Servicing Agreement dated as of ____________, 1998, ICIFC Secured Assets Corp.". Prior to receipt of such response, the Servicer shall have no liability for failure to act, and if the Servicer receives no response by the required date, the Servicer shall act in In accordance with the standards of the first paragraph of this Section 2.013.01, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 6.03, and further as provided in Section 6.02. All costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

The Servicer to Act as Servicer. The Issuer hereby appoints the Servicer to Servicer, as an independent contractor, shall service and manage administer the Assets, XXXx and the Servicer hereby accepts such appointment and hereby agrees to service and manage the Assets pursuant to the terms of this Agreement. The Servicer agrees that its servicing and management of Assets shall be carried out in accordance with (i) applicable law, (ii) the provisions of all applicable Loan documents, (iii) the express terms of this Agreement and the Indenture, (iv) the servicing and asset management standards for performing and nonperforming commercial mortgage loans, as the case may be, for REO and for other collateral that are customarily employed by the Servicer in servicing and managing comparable mortgage loans in other portfolios owned by third parties and by prudent servicers servicing comparable mortgage loans for their own account, as applicable, (v) the objectives of (A) realizing upon the Assets in such a way that there will be sufficient funds in the Payment Account on each Payment Date for the payment in full of all interest due on the Notes, including Deferred Interest, (B) providing sufficient funds for the payment in full of the Notes of each Class on or prior to their respective Stated Maturities and (C) subject to clauses (A) and (B) above, maximizing proceeds recovered from the Assets and (vi) the directions given from time to time by the Issuer; but without regard to: (1) any relationship that the Servicer, any subservicer, or any Affiliate of the Servicer or any subservicer may have with the related obligor or with the Master Servicer; (2) the ownership of any Note or equity interest in the Issuer (or any interest in any Note or equity interest in the Issuer) by the Servicer, any Affiliate of the Servicer, the Master Servicer or any Affiliate of the Master Servicer; or (3) the Servicer's right to receive compensation for its services under the Servicing Agreement or with respect to any particular transaction. In the event that the Servicer believes that it is unable to comply with the requirements of this Section 2.01 with respect to any particular Loan or REO as a result of one or more of the factors described in the foregoing clauses (A) through (C), it may, in accordance with Section 2.02, enter into a subservicing agreement pursuant to which a subservicer (who shall be the Master Servicer, unless the Master Servicer shall decline to subservice such Asset) shall perform its duties with respect to such Loan or REO. In such event, so long as such subservicer performs such duties on behalf of the Servicer in accordance with the requirements of this Section 2.01, then the Servicer shall be deemed to be in compliance therewith; PROVIDED, HOWEVER, that the entry of the Servicer into any such subservicing agreement shall not relieve the Servicer of its obligations with respect to such Loan or REO, and if both (x) the Servicer fails to perform such duties and (y) such subservicer fails to perform such duties on behalf of the Servicer (unless such subservicer is the Master Servicer), then the Servicer shall be deemed not to be in compliance with the terms of this Agreement. In servicing and administering the Assets under this Agreement, the Servicer shall, subject to the terms of this Agreement, have full power and authority, acting itself or through subservicersalone, to do any and all things in connection with such servicing and administration that are reasonably which the Servicer may deem necessary or desirable. Without limiting , consistent with the generality terms of the foregoing, the Servicer is hereby required, authorized and empowered by the Issuer to execute and deliver, in the name and on behalf of the Issuer, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral, any and all leases and lease modifications or amendments or consents pursuant to any lease of less than 20% of the leasable square footage of any REO, and any and all instruments of satisfaction or cancellation or of partial or full release or discharge, all documents, affidavits and pleadings necessary to conduct any litigation or other proceedings involving the Issuer or its assets and all other comparable instruments with respect to the Assets this Agreement and with respect to Accepted Servicing Practices and shall exercise the Mortgaged Properties and related collateral. The Servicer shall take all actions reasonably necessary or desirable to maintain the lien on each Mortgaged Property and related collateral. Upon the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer and the Indenture Trustee a list of Authorized Officers, which list shall be updated by the Servicer after each change in Authorized Officers. Unless otherwise directed by the Issuer, the Servicer may in same care that it customarily employs for its discretion waive any late payment charge, whether accrued or prospective, in connection with any delinquent Monthly Payment or Balloon Paymentown account. Except as expressly provided set forth in this Agreement, the Servicer shall have no authorityservice the XXXx, without except to the prior written consent extent modified herein, in strict compliance with Accepted Servicing Practices, which include, but are not limited to, provisions regarding the liquidation of XXXx, the collection of XXX payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to the payment of expenses for REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the Issuerservicing provisions of this Agreement and any of the servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Purchaser and the Servicer. The Purchaser may, at its option, deliver powers-of-attorney to (i) sell or in any way hypothecate any Asset; (ii) enter into an agreement modifying or waiving the terms of any Loan or releasing any Obligor on any Loan from liability; ( iii) sign any document in Servicer sufficient to allow the name or Servicer as servicer to execute all documentation requiring execution on behalf of Purchaser with respect to the Issuer, except pursuant to a duly authorized and executed power of attorney; or (iv) act on behalf of, or hold itself out as having authority to act on behalf of, the Issuer in any manner which is beyond the scope servicing of the terms of this Agreement. With respect to any action by the Servicer requiring the consent of the Issuer or the Master ServicerXXXx, the Servicer shall provide to such Person a description (including any revised Business Plansatisfactions, if necessarypartial releases, as described in Section 2.23(d)) modifications and a recommendation in respect of the proposed action, forms of documents (if any) required to be executed by such Person and the date (which shall not be earlier than 10 Business Days foreclosure documentation or, in the case of an emergencyalternative, 5 Business Daysshall as promptly as reasonably possible, after the date of execute and return such documentation to the Servicer's notice to such Person) by which such decision must be made to avoid penalties or other adverse consequences. In the case of an emergency, the Servicer shall promptly notify the Master Servicer or the Issuer, as the case may be, by telephone and send such documents by facsimile and by overnight courier to the Issuer or the Master Servicer, as the case may be, accompanied by a cover sheet in at least 30-point bold type stating "This is a request for emergency approval pursuant to Section 2.01 of the Servicing Agreement dated as of ____________, 1998, ICIFC Secured Assets Corp.". Prior to receipt of such response, the Servicer shall have no liability for failure to act, and if the Servicer receives no response by the required date, the Servicer shall act in accordance with the first paragraph of this Section 2.01.