“ accepted servicing practices ” means, with respect to any mortgage loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such mortgage loan in the jurisdiction where the related mortgaged property or the servicer is located. “ affiliate ” means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of a majority of such person ’ s outstanding voting securities, by contract or otherwise, and the terms “ controlled by ” and “ under common control with ” have correlative meanings. “ agency ” or “ agencies ” means fannie mae, freddie mac, fha, fhlb, hud, va or any state agency, as applicable. “ agreement ” means this servicing rights purchase and sale agreement, all amendments, supplements and exhibits attached hereto and including any other document delivered pursuant hereto. “ ancillary fees ” means all fees derived from the mortgage loans, excluding servicing fees and subservicing fees attributable to the mortgage loans, but including but not limited to late charges, prepayment penalties, fees received with respect to checks or bank drafts returned by the related bank for non - sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges collected from or assessed against the mortgagor, other than those charges payable to the applicable investor under the terms of the applicable servicing agreements or as otherwise agreed by the parties. “ applicable law ” means, as of the time of reference and as applicable, any law or order applicable to the mortgage loans or their servicing. as used herein a state or local law or order may not be considered an applicable law and may not apply to seller or purchaser pursuant to the terms of the national bank act or regulations of the office of the comptroller of the currency or federal case law interpreting the national bank act or regulations of the comptroller of the currency although the parties mutually agree to comply with such state or local law or order. “ applicable servicing requirements ” means, as of the time of reference and as applicable, ( i ) all contractual obligations relating to the origination, sale, securi