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

The Servicer to Act as Servicer. The Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement, 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 shall have full power and authority, acting alone or through subservicers 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, 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 the Servicer shall take no action that is inconsistent with or prejudices 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, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of a subservicer, when the Servicer or a subservicer, 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 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 to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01, 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 Servicer Servicer, as an ------------------------------- independent contract servicer, shall service and administer the Mortgage Loans on behalf of the Trust in accordance with the terms of this Agreement, Accepted Servicing Practices Agreement 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, Loan Documents and shall have full power and authority, authority acting alone or through subservicers as provided and subject only to the specific requirements and prohibitions of this Agreement and the restrictions on servicing the Loans set forth in Section 3.03the Subordination and Consent Agreement, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which it may deem necessary or desirable; provided, including but not limited tohowever, that -------- ------- the Servicer agrees that its servicing of the Loans shall be carried out in accordance with customary and usual procedures of prudent financial institutions which service loans similar to the Loans and, to the extent more exacting, the power procedures which the Servicer would use if the Loans were owned by the Servicer. The Servicer shall exercise reasonable care and authority, subject to due diligence in the terms hereof (i) performance of its duties hereunder. The Servicer shall instruct the Trustee to execute and deliver, on behalf such documents as are necessary for the fulfillment of the Certificateholders and Servicer's duties hereunder. The Servicer shall not, without determining whether all conditions precedent thereto have been fulfilled under the Trustee, customary consents or waivers and other instruments and documentsrelated Loan Agreement, (iia) to consent to transfers allow the assignment of any Loan, or (b) permit the substitution of a Substitute Store or Substitute Store Assets for any Store as the related Mortgaged Property and assumptions of Loan Collateral. Neither the Mortgage Notes and related Mortgages (but only in Servicing Advisor, 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 Trustee nor the Servicer shall take no action that is inconsistent with allow the prepayment of a Loan or prejudices consent to the interests modification of the Trust Fund terms of, or any amendment to, or any waiver of any of the Certificateholders terms of any Loan Agreement, except to the extent expressly provided for, and solely in accordance with the terms of, the Review Panel Agreement and the related Loan Documents. No change shall be made in any Mortgage material term of a Loan that would be treated as an "exchange" under Section 1001 of the Code at any time that the Loan is not a Defaulted Loan or the rights and interests of the Depositor or the Trustee under this Agreementa default with respect to such Loan is not reasonably foreseeable. Without limiting the generality of the foregoing, but subject to the Servicer, in its own name or in provisions of this Agreement and the name of the TrustSubordination and Consent Agreement, the Depositor or the Trustee, Servicer is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, Trust to execute and deliver, in the Servicer's own name, on behalf of the Trustee, the Depositor, the Certificateholders or any of themTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for Loan Collateral. Upon the benefit execution and delivery of this Agreement, the Servicer shall deliver to the Trustee and the Servicing Advisor a list of officers and their specimen signatures of the CertificateholdersServicer involved in, or responsible for, the administration and servicing as required of the Loans, which list shall from time to time be updated by the Servicer. The Servicer shall take such actions as may be necessary to ensure that the security interest granted by each Borrower under the related Loan Documents will continue to be deemed to be a perfected security interest of first priority (subject, with respect to each Assignment of Leases, however, to paragraph 31 thereof) under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution not less than 15 days prior to any filing date and delivery by any or all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them forward for filing, or shall cause to be forwarded for filing, at the expense of the Servicer, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trust's security interest in or lien on any Loan Collateral, including without limitation (x) continuation statements, and (y) such other required statements as may be occasioned by (1) any change of name of any Borrower, the Trust or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name) or (2) any change of location of the place of business or the chief executive office of any Borrower, the Trust or the Trustee. The Servicer further shall cause to be maintained, if not maintained by any Borrower, in respect of each Loan, the Insurance Policies referred to in the related Loan Agreement. The Servicer shall be entitled to deduct from Loan Payments in respect of a Loan the expense of maintaining such Insurance Policies. The Servicer is hereby authorized and empowered by the Trusteedirected to, on behalf of the Certificateholders and the Trusteehereby agrees to, in its own name or in the name of a subservicer, when the Servicer or a subservicer, 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 assume and deliver, on behalf perform all duties 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 Lender (as defined in the name of MERS, solely as nominee for Loan Agreements) under the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by 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 to arrange for the assignment of the related Mortgages Documents other than those duties delegated to the Trustee, then any related expenses shall be reimbursable to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01, 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 permitServicing Advisor hereunder.

The Servicer to Act as Servicer. The Subject to the rights and obligations of the Manager under the Management Agreement, the Servicer shall administer and service and administer all Collateral as the Mortgage Loans agent of the Issuer for the benefit of the Issuer and, to the extent of the Issuer's obligations under the Indenture, to the Lender in accordance with the terms of this AgreementAgreement and, Accepted Servicing Practices and subject to the respective Mortgage LoansIndenture, 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 the Servicer shall have full power and authority, acting alone or through subservicers as provided in Section 3.03, authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administrationadministration which it may deem necessary or desirable, including but not limited to, enforcement of the power and authority, subject to the terms hereof (i) to execute and deliver, Management Agreement on behalf of the Certificateholders Issuer 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 the Servicer shall take no action that is inconsistent with or prejudices 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 AgreementLender. Without limiting the generality of the foregoing, subject to the Servicer, in its own name or in the name of the TrustIndenture, the Depositor or the Trustee, Servicer is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, Issuer to execute and deliver, deliver on its behalf of in the Trustee, event the Depositor, the Certificateholders or any of themManager fails to do so, any and all consents, instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Mortgage LoansCollateral. 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 held for Servicer and its Affiliates and shall apply in the benefit servicing and administration of the CertificateholdersCollateral 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 prepare and deliver give prior written notice to the Depositor and/or Issuer, the Trustee Manager and the Lender of any material change to its servicing policies and procedures; provided, however, that the Servicer shall not make any such documents requiring change that is or will be material and adverse to the interests of the Issuer or the Noteholders. Promptly after the execution and delivery by any or all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of a subservicer, when the Servicer or a subservicer, 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 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 to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01Agreement, the Servicer shall advance deliver to the Issuer, the Manager and the Lender a list, certified by its secretary or cause to be advanced funds as necessary for one of its assistant secretaries, of the purpose officers and employees of effecting the payment Servicer involved in, or responsible for, the administration and servicing of taxes and assessments on the Mortgaged PropertiesCollateral, which advances list shall from time to time 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 updated by the Servicer, if any, in effecting the timely payments of taxes Servicer and assessments on the Mortgaged Properties which may be relied upon until so updated and related insurance premiums shall not, for the purpose of calculating monthly distributions delivered to the CertificateholdersIssuer, be added to the Stated Principal Balance under Manager and the related Mortgage LoansLender. Without limiting the generality of the foregoing, notwithstanding that the terms of such Mortgage Loans so permit.Servicer shall have the following duties:

The Servicer to Act as Servicer. The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with the terms of this Agreement, Agreement and with 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 activitiesPractices, and shall have full power and authority, acting alone or through subservicers as provided in Section 3.03alone, 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, including but not limited toadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted Servicing Practices. The Servicer shall service and administer the Mortgage Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Agreement, the power and authorityServicer may waive, subject to the terms hereof (i) to execute and deliver, on behalf modify or vary any term 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 the Servicer shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or consent to the rights postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and interests prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Servicer has obtained the prior written consent of the Depositor Purchaser, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the Trustee under this Agreementoutstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) the otherwise scheduled Monthly Payment and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the ServicerServicer shall continue, in its own name or in the name of the Trust, the Depositor or the Trustee, and is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgmentempowered, to prepare, execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or release, discharge and all other comparable instruments, with respect to the Mortgage Loans, Loans and with respect to the Mortgaged Properties held for Properties. Notwithstanding anything herein to the benefit contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by any applicable holder of the Certificateholdersa Primary Mortgage Insurance Policy or LPMI Policy, if required. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Servicer. The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the TrusteePurchaser, in its own name or in the name of a subservicername, when the Servicer or a subservicer, as the case may be, believes it appropriate in its best reasonable 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 themPurchaser, 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 Purchaser and its successors and assigns. Any expenses incurred Unless a different time period is stated in this Agreement, the Purchaser shall be deemed to have given consent in connection with a particular matter if the actions described in Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the preceding sentence shall be borne by date the Servicer with no right of reimbursement; provided, that if, as Purchaser receives 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 second written request for consent for such matter from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Servicer. In accordance with the standards of the first paragraph of this Section 3.01, the The Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes accurately and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from fully report its borrower credit files 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 permitto Equifax, Transunion and Experian in a timely manner.