Common use of Interim Servicing Clause in Contracts

Interim Servicing. On the Closing Date, the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related to the Mortgage Loans sold and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing procedures, applicable law and the terms of the Mortgage Notes and Mortgages. During the period in which the Seller or its designated servicer is interim servicing the Mortgage Loans, the Seller shall release its custody of any servicing records only in accordance with written instructions from the Purchaser, unless such release is required hereunder or as incidental to the Seller’s interim servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to this Agreement. Unless required elsewhere by this Agreement, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (i) modify any Mortgage Loan (including, without limitation, a release of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for any actual out-of-pocket costs incurred by Seller with respect to the Interim Servicing.

Interim Servicing. [On or before [INSERT DATE], or upon the Closing date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor to Assignee (each such date, a “Servicing Transfer Date”), Assignor shall transfer the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related servicing with respect to the Mortgage Loans sold and purchased thereon. The Interim Servicer to Assignee or its designee in accordance with the consent servicing transfer guidelines of Assignor. From the Purchaser Closing Date to the Servicing Transfer Date, Assignor shall act service, or cause to be serviced, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone or through the Company as an interim servicer, to do any and all things necessary in connection with such servicing and administration which the Interim Servicer Assignor may deem necessary or desirable, consistent with the terms of this Agreement and (A) to the extent the Assignor is directly interim servicing the Mortgage Loans, those mortgage servicing practices which are in strict accordance with (i) customary servicing proceduresand usual standards of practice of mortgage servicers, (ii) all applicable law federal, state or local laws and (iii) the terms of the Mortgage Notes Note, the Mortgage and Mortgages. During any other Mortgage Loan Documents or (B) to the period in which extent the Seller or its designated servicer Company is interim servicing the Mortgage Loans, the Seller shall release its custody of any those mortgage servicing records only practices which are in accordance with written instructions the terms of the Master Agreement. Until the Servicing Transfer Date, Assignor shall be entitled to retain from payments on the PurchaserMortgage Loans, unless such release is required hereunder or as incidental an interim servicing fee equal to the Seller’s interim amount set forth in the Commitment Letter and all reasonable out-of-pocket expenses borne by Assignor (or the Company) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute servicing advances or corporate advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or the Company) to fully recover all amounts payable to the Assignor (or the Company) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor or the Company, as applicable. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (i) remit to Assignee the total of funds collected by the Assignor and due to the Assignee (net of the Assignor’s or Company’s interim servicing fee and, if any, unreimbursed servicing advances or corporate advances) up to the Servicing Transfer Date, less any amounts Assignor (or the Company) is in connection with a repurchase of any Mortgage Loan authorized to retain pursuant to this Agreement. Unless required elsewhere by this AgreementAgreement and accepted servicing practices, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (i) modify any Mortgage Loan (including, without limitation, a release of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect of any Mortgage Loan, provide to Assignee (iiior its assignee) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of reconciliation report related thereto. Each remittance made by the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for any actual out-of-pocket costs incurred by Seller with respect Assignor to the Interim ServicingAssignee shall be made by wire transfer of immediately available funds to the account designated by Assignee.]

Interim Servicing. On the Closing Date, the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related (a) Notwithstanding anything herein to the Mortgage Loans sold contrary, each Holder agrees and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with acknowledges that the terms of this Section 9 shall apply only prior to the occurrence of the Note A Sale. As of the Note A Sale Date, the Servicing Agreement shall control regarding the servicing and administration of the Mortgage Loan. (b) The Initial Note A Holder shall perform and discharge the following duties to the extent consistent with the Servicing Standard in strict accordance servicing and administering of the Mortgage Loan prior to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with customary servicing proceduresthe requirements of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, applicable law the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Notes and Mortgages. During Loan. (c) In consideration of the period in which the Seller or its designated servicer is interim Initial Note A Holder’s servicing the Mortgage LoansLoan and Note B, the Seller Note B Holder shall release pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one of its custody Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any servicing records only such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in accordance with written instructions an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the Purchaser, unless such release is required hereunder or as incidental to the Seller’s interim servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan related escrow accounts pursuant to this Agreement. Unless required elsewhere by this Agreement, already offered or otherwise in process, or required to comply with an applicable rule or law in Agreement and the Interim Servicer’s reasonable judgment, from and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (i) modify any Mortgage Loan (Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, a release all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any collateral or known deficiencies in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any party from liability on or with respect Qualified Servicer to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect perform the actual servicing of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any the Mortgage Loan or bankruptcy proceeding against any mortgagorwithout obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (via) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers such Qualified Servicer shall be engaged to settle or compromise, any existing litigation or other proceedings in respect take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the Mortgage Loans or real estate owned properties unless required by lawother rights of the Initial Note A Holder hereunder, (viiib) sellsuch Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, liquidate or otherwise dispose of any real estate owned property or an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Sale. (ixg) make The Note B Holder may separately appoint a servicer for Note B, but any Servicing Advances. Purchaser such servicer shall reimburse Seller for any actual out-of-pocket costs incurred by Seller have no servicing rights or responsibilities with respect to the Interim ServicingMortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.

Interim Servicing. The Seller or its designated agent approved by the Buyer shall service the Mortgage Loans until the related Transfer Date in compliance with all of the terms and provisions of this Agreement and customary servicing procedures of prudent servicers servicing mortgage loans like the Mortgage Loans; provided, however, that the Seller alone shall remain responsible for its servicing obligations hereunder until the Servicer assumes the servicing obligations hereunder. On or prior to the Closing Monthly Determination date immediately following the related Transfer Date, the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related to the Mortgage Loans sold and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing procedures, applicable law and the terms of Servicer shall resolve any discrepancies between the Mortgage Notes Seller’s accounting statement and Mortgages. During the period in which Servicer’s reconciliation with respect thereto and, not later than such Monthly Determination Date, the Seller or its designated the Buyer, as the case may be, shall transfer to the other, in immediately available funds by wire transfer, any amounts to which the other party is entitled. For so long as the Seller acts as the interim servicer is interim servicing the with respect to any Mortgage Loans, the Seller shall release its custody of any servicing records only in accordance with written instructions from deposit payments received by it into the PurchaserInterim Collection Account and shall remit via wire transfer, unless such release is required hereunder hand delivery or as incidental overnight mail to the Seller’s interim servicing Servicer on a daily basis, within two Business days after receipt thereof, all payments received in respect of the such Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to this Agreement. Unless required elsewhere by this Agreement, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from on and after the Closing Daterelated Cut-Off Date (except Escrow Payments). The Seller shall keep track of the payments received, and concurrently with any such deposit, the Interim Seller shall give the Servicer a notification of deposit in a form mutually agreeable to the Seller and the Servicer. Within three Business Days after the end of each Remittance Period, the Seller shall notfurnish a summary of such remittances to the Buyer, without the prior written consent of Servicer and the Purchaser (i) modify Program Administrator for such Remittance Period. The Seller shall indemnify and hold the Servicer, the Buyer and the Program Administrator harmless against any Mortgage Loan (includingand all losses and damages which the Buyer, without limitation, the Servicer or the Program Administrator may sustain as a release result of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect breach by the Seller of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for any actual out-of-pocket costs incurred by Seller with respect to the Interim Servicingits interim servicing obligations hereunder.

Interim Servicing. On (a) With respect to any Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreement, Seller shall perform the Closing Dateobligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the Seller shall cause the related “MLCC Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related to the Mortgage Loans sold and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing procedures, applicable law and the terms of the Mortgage Notes and MortgagesCompensation”). During the period related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in which any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller or its designated servicer is interim the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall release its custody remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any servicing records only in accordance discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with written instructions from the Purchaserrespect to, unless such release is required hereunder or as incidental a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the Seller’s interim extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to this Agreement. Unless required elsewhere by this AgreementLoans, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (i) modify any Mortgage Loan (including, without limitation, a release Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of any collateral whether Seller elects to contract with Outsource Vendors to perform all or any party portion of such general and administrative functions. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from liability on subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or with respect to such Mortgage Loan) otherwise perform or make any other material loss mitigation decisionobserve its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) forgive principal in respect of any interest that must be advanced with regard to a paid-in-full Mortgage Loan, (iiipursuant to Section 4.03(d) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for any actual out-of-pocket costs incurred by Seller with respect to the Interim Servicingabove.

Interim Servicing. 5 On or before September 30, 2014, or upon the Closing date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor or its subservicer [Servicer] to Assignee (each such date, a “Servicing Transfer Date”), Assignor or [Servicer] shall transfer the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related servicing with respect to the Mortgage Loans sold and purchased thereon. The Interim Servicer to Assignee or its designee in accordance with the consent servicing transfer guidelines of Assignor or [Servicer]. From the Purchaser Closing Date to the Servicing Transfer Date, Assignor shall act service, or cause [Servicer] to service, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things necessary in connection with such servicing and administration which the Interim Servicer Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing proceduresand Accepted Servicing Practices. Until the Servicing Transfer Date, applicable law and the terms of the Mortgage Notes and Mortgages. During the period in which the Seller or its designated servicer is interim servicing Assignor shall be entitled to retain from payments on the Mortgage Loans, the Seller shall release its custody of any an interim servicing records only in accordance with written instructions from the Purchaser, unless such release is required hereunder or as incidental fee equal to the Seller’s interim amount set forth in the Trade Confirmation and all reasonable out-of-pocket expenses borne by Assignor (or [Servicer]) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute advances. In the event that the payments on the Mortgage Loans are not sufficient for the Assignor (or [Servicer]) to fully recover all amounts payable to the Assignor (or [Servicer]) pursuant to the preceding sentence, the Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor. Within twenty (20) business days following the Servicing Transfer Date, Assignor shall (a) remit to Assignee the total of funds collected following the last remittance by the Assignor and due to the Assignee (net of the Assignor’s interim servicing fee and, if any, unreimbursed advances) up to the Servicing Transfer Date, less any amounts Assignor (or [Servicer]) is in connection with a repurchase of any Mortgage Loan authorized to retain pursuant to this AgreementAgreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. Unless required elsewhere by this Agreement, already offered or otherwise In the event that [Servicer] has not remitted the total of funds collected due Assignee as described in process, or required to comply with an applicable rule or law in clause (a) above on the Interim Servicer’s reasonable judgment, from and after the Closing Servicing Transfer Date, Assignor shall remit such funds and the Interim Servicer shall not, without reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the prior written consent of the Purchaser (i) modify any Mortgage Loan (including, without limitation, a release of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for any actual out-of-pocket costs incurred by Seller with respect Assignor to the Interim ServicingAssignee shall be made by wire transfer of immediately available funds to the account designated by Assignee. 5 In Agreements entered into with a servicer, this section has been removed.

Interim Servicing. On The Seller shall, on behalf of Purchaser, service the Closing DateMortgage Loans for the benefit of Purchaser and the Investor during the period between the Sale Date and through close of business on the Transfer Date in accordance with all Applicable Requirements. In the performance of its duties and services hereunder, the Seller shall cause be an independent contractor acting in its own behalf and for its own account and without authority, expressed or implied, to act for or on behalf of Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth hereinabove, or as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the related Interim Servicer term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers with respect to reflect the Purchaser as the owner of the Servicing Rights related to the Mortgage Loans sold and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing procedures, applicable law and the terms of the Mortgage Notes and Mortgages. During the period in which the Seller or its designated servicer is interim servicing the Mortgage Loans, the Seller shall release its custody of any servicing records only all in accordance with written instructions from the Purchaser, unless such release is required hereunder or as incidental to the Applicable Requirements. Seller shall perform all of its obligations under this Section 5.2 at Seller’s interim servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to this Agreement. Unless required elsewhere by this Agreement, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from sole cost and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (i) modify any Mortgage Loan (including, without limitation, a release of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to settle or compromise, any existing litigation or other proceedings in respect of any of the Mortgage Loans or real estate owned properties unless required by law, (viii) sell, liquidate or otherwise dispose of any real estate owned property or Mortgage Loan or (ix) make any Servicing Advancesexpense. Purchaser shall reimburse pay to Seller for the Interim Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any actual out-of-pocket costs incurred Ancillary Income received by the Seller with respect during the period from the Sale Date to the Transfer Date, and the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (provided, that Purchaser shall be entitled to any performance incentive fees under HAMP and the Guides thereafter). The Interim ServicingSubservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Purchaser on or before the 5th day of each month, by wiring to the account specified in Section 3.3. A report of the Servicing Fee and Interim Subservicing Fee, on a loan-level basis, shall be delivered to Purchaser within 30 calendar days after each calendar month end. The Interim Subservicing Fee is subject to verification by Purchaser within ten Business Days after receipt of Seller’s documentation.