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

The Servicer to Act as the Servicer. The Servicer, as an independent contractor, shall service and administer the Mortgage Loans on an actual/actual basis in accordance with this Agreement, in accordance with Accepted Servicing Practices, and shall have full power and authority, acting alone or through the delegation of duties to third party servicing providers, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement. The Servicer may perform its servicing responsibilities through agents or independent contractors, provided, however, that in no event will the Servicer delegate oversight of servicing, interaction with the Owner or the Custodian, administration of accounts or reporting and no event will the Servicer be released from any of its responsibilities hereunder on account of any delegation. Unless otherwise agreed in writing by the Owner, in no event will the Owner act in a manner that is not consistent with the Approval Matrix or the Agreed Servicing Guidelines. From and after the initial Effective Date, the Servicer shall assume responsibility under this Agreement to service and administer additional Mortgage Loans upon the delivery, in accordance with all reasonable instructions and directions which the Servicer may give to the Owner, of the related New Loan Data File and all related Mortgage Loan Documents by the Owner. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall provide the New Loan Data File for each Mortgage Loan to the Servicer no event later than fifteen (15) days before the Servicer is expected to perform servicing on that Mortgage Loan. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall notify the Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. The Owner agrees to take such actions under the Custodial Agreement as are required of the Owner in connection with the delivery to the Servicer of copies of the Mortgage Note, the Mortgage or any other documents which are held by the Custodian with respect to a Mortgage Loan that the Servicer deems reasonably necessary in connection with its performance of the servicing of said Mortgage Loan. The Servicer shall cooperate with the Owner in connection with the transfer of the servicing rights and obligations with respect to the Mortgage Loans. The Servicer shall have no liability hereunder and shall be excused from performance to the extent that such liability or failure to perform is related to the fact that the Servicer has not been provided with the Mortgage Loan Documents. Consistent with the terms of this Agreement, the Servicer 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 Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner and provided that in no event will Servicer (i) make any such waiver, modification, variance or consent unless permitted under the Agreed Servicing Guidelines and/or the Approval Matrix or (ii) make any future advances with respect to a Mortgage Loan. Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, either imminent or reasonably foreseeable, the Servicer shall not accept short sales or partial payments in full satisfaction of any payment obligation, grant forbearances or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal), capitalize arrearages or change the final maturity date on any Mortgage Loan (a “Prohibited Modification”). Notwithstanding the foregoing sentence, the Servicer may permit a Prohibited Modification if the Owner has consented to the same in writing or the Servicer has reasonably determined that such activities are necessary and desirable and in the best interests of the Owner to maximize recovery of principal and interest over the life of the Mortgage Loans. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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 Properties. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Unless the Servicer agrees for specified Mortgage Loans, the Owner shall not make any Mortgage Loan subject to this Agreement for which the Owner or the Servicer has knowledge that there may be a legal issue regarding the Mortgage Loan, including without limitation, fraudulent origination, theft or identity, or failure to comply with applicable laws and regulations in the origination or prior servicing of the Mortgage Loan. The Owner shall notify the Servicer in writing of those Mortgage Loans, if any, that have been subject to a report to a governmental agency with regard to alleged fraud or identity theft. The Servicer’s assumption of the responsibility to service and administer such Mortgage Loan, if any, shall not constitute a waiver of the Servicer’s rights to indemnification as otherwise provided in this Agreement.

The Servicer to Act as the Servicer. The ServicerFrom and after the related Sale Date, the Servicer as an independent contractor, shall service and administer each Mortgage Loan in the Mortgage Loans on an actual/actual basis in accordance with this Agreement, in accordance with Accepted related Servicing Practices, Rights Package and shall have full power and authority, acting alone or through the delegation of duties to third party servicing providersalone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this AgreementAgreement and with Accepted Servicing Practices. The Servicer may perform its In servicing responsibilities through agents or independent contractors, provided, however, that in no event will and administering the Servicer delegate oversight of servicing, interaction with the Owner or the Custodian, administration of accounts or reporting and no event will the Servicer be released from any of its responsibilities hereunder on account of any delegation. Unless otherwise agreed in writing by the Owner, in no event will the Owner act in a manner that is not consistent with the Approval Matrix or the Agreed Servicing Guidelines. From and after the initial Effective DateMortgage Loans, the Servicer shall assume responsibility under this Agreement to service employ Accepted Servicing Practices except and administer additional Mortgage Loans upon the delivery, in accordance with all reasonable instructions and directions which the Servicer may give to the Owner, of the related New Loan Data File and all related Mortgage Loan Documents by the Owner. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall provide the New Loan Data File for each Mortgage Loan to the Servicer no event later than fifteen (15) days before the Servicer is expected to perform servicing on that Mortgage Loan. To the extent available to the Owner and not otherwise available to the Servicer, the Owner shall notify the Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. The Owner agrees to take such actions under the Custodial Agreement as are required of the Owner in connection with the delivery to the Servicer of copies of the Mortgage Note, the Mortgage or any other documents which are held by the Custodian with respect to a Mortgage Loan that the Servicer deems reasonably necessary in connection with its performance of the servicing of said Mortgage Loan. The Servicer shall cooperate with the Owner in connection with the transfer of the servicing rights and obligations with respect to the Mortgage Loans. The Servicer shall have no liability hereunder and shall be excused from performance to the extent that such liability or failure to perform is related to the fact that the Servicer has not been provided practices conflict with the Mortgage Loan Documents. Consistent with the terms requirements of this Agreement. The Servicer shall retain adequate personnel to effect such servicing and administration of the Mortgage Loans. In the event that any Mortgage Loan is in Default or, in the judgment of the Servicer, such a Default is reasonably foreseeable, the Servicer Servicer, consistent with Accepted Servicing Practices, may also waive, modify or vary any term of any such Mortgage Loan (including modifications that would change the Mortgage Rate, or forgive the payment of principal or interest,), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or in any manner otherwise grant indulgence to any Mortgagor if (any and all such waivers, modifications, payment plans, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as "Forbearance") provided, however, that prior to any related Reconstitution, the terms of any Mortgage Loan may only be waived, modified or varied with the consent of the Purchaser. The Servicer shall not, except as provided in the following paragraph, waive any Prepayment Charge. The Servicer's analysis supporting any Forbearance and the conclusion that any Forbearance meets the standards of this section shall be reflected as appropriate in the Servicer’s 's records. The Servicer shall maintain any documents documenting any such modification in the Mortgage File. In addition, notwithstanding the foregoing, the Servicer may in the Servicer's sole but reasonable and prudent determination discretion waive, in whole or in part, a Prepayment Charge if such waiver, modification, postponement or indulgence Prepayment Charge is not materially adverse to the Owner and provided that in no event will Servicer (i) make any such waivernot permitted to be collected by applicable law, modification, variance or consent unless permitted under the Agreed Servicing Guidelines and/or the Approval Matrix or (ii) make any future advances the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor's rights or (2) due to acceleration in connection with respect a foreclosure or other involuntary payment or (iii) with the consent of the Owner. If a Prepayment Charge is waived other than as permitted above, then the Servicer is required to a Mortgage Loan. Unless deposit the Mortgagor is in default amount of such waived Prepayment Charge into the Custodial Account together with respect to and at the time that the amount prepaid on the related Mortgage Loan or such default isis required to be deposited into the Custodial Account; provided, in the judgment of the Servicerhowever, either imminent or reasonably foreseeable, that the Servicer shall not accept short sales or partial payments in full satisfaction have an obligation to pay the amount of any payment obligation, grant forbearances uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or permit any modification with respect to any incomplete information on the Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal), capitalize arrearages or change the final maturity date on any Mortgage Loan (a “Prohibited Modification”). Notwithstanding the foregoing sentence, the Servicer may permit a Prohibited Modification if the Owner has consented to the same Schedule in writing or the Servicer has reasonably determined that effect at such activities are necessary and desirable and in the best interests of the Owner to maximize recovery of principal and interest over the life of the Mortgage Loanstime. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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 Properties. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Unless the Servicer agrees for specified Mortgage Loans, the Owner shall not make any Mortgage Loan subject to this Agreement for which the Owner or the Servicer has knowledge that there may be a legal issue regarding the Mortgage Loan, including without limitation, fraudulent origination, theft or identity, or failure to comply with applicable laws and regulations in the origination or prior servicing of the Mortgage Loan. The Owner shall notify the Servicer in writing of those Mortgage Loans, if any, that have been subject to a report to a governmental agency with regard to alleged fraud or identity theft. The Servicer’s assumption of the responsibility to service and administer such Mortgage Loan, if any, shall not constitute a waiver of the Servicer’s rights to indemnification as otherwise provided in this Agreement.

The Servicer to Act as the Servicer. The Servicer, as an independent contractor, shall service and administer the Mortgage Loans on an actual/actual basis in accordance with this Agreement, in accordance with Accepted Servicing PracticesAgreement and Applicable Requirements, and shall have full power and authority, acting alone or through the delegation of duties to third party servicing providers, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement. Notwithstanding anything set forth to the contrary in this Agreement, the applicable Owner owns and retains 100% of the Servicing Rights related to each Mortgage Loan and the Servicer does not own the Servicing Rights relating to any Mortgage Loan. The Servicer may perform its shall monitor and comply with all Applicable Laws, rules and/or regulations affecting the servicing responsibilities through agents or independent contractorsof the Mortgage Loans, providedincluding but not limited to any foreclosure restrictions and changes in such laws, however, that rules and/or regulations. Servicer shall be responsible for any and all acts of any third party service provider it uses according to the terms of this Agreement and Servicer’s utilization of such third party service provider shall in no event will way relieve the liability of Servicer, if any, under this Agreement. Notwithstanding the provisions of any agreement between Servicer and such third party service provider or subservicer, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer delegate oversight or a third party servicer provider or subservicer or reference to actions taken through Servicer or otherwise, the Servicer shall remain obligated and liable to the Owners and their respective successors and assigns for the servicing and administration of servicing, interaction the Mortgage Loans in accordance with the Owner provisions of this Agreement without diminution of such obligation or liability by virtue of such agreements or arrangements with the Custodian, administration third party service provider or subservicer or by virtue of accounts or reporting and no event will indemnification from the Servicer be released and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Article X, and if requested to do so by an Owner the Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own funds without reimbursement from any Owner. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Servicer alone, and the Owners shall not have any obligations, duties or liabilities with respect to such subservicer, including any duty obligation, duty or liability to pay such subservicer’s fees and expenses. For purposes of its responsibilities hereunder on account of any delegation. Unless otherwise agreed in writing distributions by the OwnerServicer pursuant to this Agreement, in no event will the Owner act in Servicer shall be deemed to have received a manner that is not consistent with the Approval Matrix or the Agreed Servicing Guidelinespayment on a Mortgage Loan when a subservicer has received such payment. From and after the initial Effective Date, the Servicer shall assume responsibility under this Agreement to service and administer additional the Mortgage Loans upon Loans. The Owners agree to cause the delivery, in accordance with all reasonable instructions and directions which the Servicer may give Custodian to the Owner, of the related New Loan Data File and all related Mortgage Loan Documents by the Owner. To the extent available to the Owner and not otherwise available to provide the Servicer, the Owner shall provide the New Loan Data File for each Mortgage Loan to the Servicer no event later than fifteen within five (155) days before the Servicer is expected to perform servicing on that Mortgage Loan. To the extent available to the Owner and not otherwise available to Business Days after the Servicer’s request, the Owner shall notify the Servicer within two (2) Business Days, in writing, of any changes in the information contained in the New Loan Data File. The Owner agrees to take such actions under the Custodial Agreement as are required of the Owner in connection with the delivery to the Servicer of copies of the Mortgage Note, the Mortgage or any other documents the related Owner has in its possession or which are held by the Custodian with respect to a Mortgage Loan that the Servicer deems reasonably necessary in connection with its performance of the servicing of said Mortgage Loan. The Servicer shall cooperate with the Owner in connection with the transfer of the servicing rights and obligations with respect to the Mortgage Loans. The Servicer shall have no liability hereunder and shall be excused from performance to the extent that such liability or failure to perform is related to the fact that the Servicer has not been provided with the Mortgage Loan Documents. Consistent with the terms of this AgreementAgreement and Applicable Requirements, the Servicer 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 Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner and provided that in no event will related Owner; provided, however, the Servicer (i) make any such waiver, modification, variance or consent unless permitted under the Agreed Servicing Guidelines and/or the Approval Matrix or (ii) shall not make any future advances with respect to a Mortgage Loan. Unless Notwithstanding the Mortgagor is in default with respect to foregoing, and notwithstanding (i) if the Mortgage Loan is delinquent or such default is, in (ii) if the judgment of the Servicer, either imminent or Mortgage Loan becoming delinquent is reasonably foreseeable, the Servicer shall not accept short sales or partial payments in full satisfaction of any payment obligation, grant forbearances or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), capitalize arrearages or change the final maturity date on any Mortgage Loan (a “Prohibited Modification”). Notwithstanding the foregoing sentencesuch Loan, the Servicer may permit a Prohibited Modification if the Owner has consented to the same in writing or unless the Servicer has reasonably determined that obtained the prior written consent of the related Owner or such activities are necessary modification is in accordance with the Approval Matrix. In the event of any such modification for which Servicer did not obtain the prior written approval of the related Owner and desirable and which permits the deferral of interest or principal or forgives principal on any Mortgage Loan, 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 or forgiven, deposit in the best interests of Custodial Account from its own funds, in accordance with Section 2.4, the Owner to maximize recovery of difference between (a) such month’s principal and one month’s interest over the life of at the Mortgage LoansInterest Rate on the outstanding principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the related Owner, 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 Properties. If reasonably required by the Servicer, the related Owner shall furnish the Servicer with any powers of attorney in the form of Exhibit F and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Unless Agreement and the Servicer agrees shall indemnify and hold each Owner harmless for specified any costs, liabilities or expenses incurred by any Owner in connection with any misuse of such power of attorney by the Servicer or its agents. Although the Servicer has recommended that Owner consent to and waive any further restrictions that may prevent or inhibit Servicer modifying any eligible Mortgage Loan or providing any other foreclosure prevention service in accordance with HAMP, notwithstanding anything in this Agreement to contrary, the Owners hereby withholds such consent to the Servicer having the authority, for any eligible Mortgage Loan, except those Mortgage Loans identified on the Mortgage Loan Schedule as HAMP Mortgage Loans, the Owner shall not make any Mortgage Loan subject to this Agreement for which the Owner or the Servicer has knowledge that there may be a legal issue regarding the Mortgage Loan, including without limitation, fraudulent origination, theft or identity, or failure to comply with applicable laws and regulations in the origination or prior servicing of the Mortgage Loan. The Owner shall notify the Servicer in writing of those Mortgage Loans, if any, that have been subject to a report to a governmental agency with regard to alleged fraud or identity theft. The Servicer’s assumption of the responsibility to service and administer modify such Mortgage Loan, if anyor provide any other foreclosure prevention services, shall not constitute a waiver of the Servicer’s rights to indemnification as otherwise provided in this Agreementaccordance with HAMP guidelines and procedures in place at such time.