By Servicer Clause Samples

The "By Servicer" clause defines the rights or obligations that are specifically assigned to the servicer within an agreement. Typically, this clause outlines actions that the servicer is authorized or required to perform, such as managing accounts, collecting payments, or administering certain processes on behalf of another party. For example, it may specify that only the servicer can initiate certain transactions or make decisions regarding the servicing of assets. The core function of this clause is to clearly delineate the servicer's role and authority, thereby preventing confusion or disputes over who is responsible for particular tasks within the contractual relationship.
By Servicer. Servicer represents and warrants to Owner as follows: 5.1.1 Servicer is a corporation duly organized and validly existing under the laws of the State of Oregon, and is authorized to conduct business in all states in which a failure to qualify would materially and adversely affect its ability to perform its services, including origination services, pursuant to this Agreement. 5.1.2 The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action by Servicer. This Agreement has been duly and validly executed and delivered on behalf of Servicer and is binding upon and enforceable against Servicer in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other applicable remedies. 5.1.3 Servicer has operated and will continue to operate its business in accordance with all federal, state and local laws, statutes and regulations, including credit protection laws and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and Servicer is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse effect on its business or assets, or its ability to perform its obligations under this Agreement.
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By Servicer. From the Initial Closing Date until the Conversion Date, Servicer shall comply in all material respects with all federal and state laws and regulations applicable to Servicer. By Buyer. Buyer shall comply in all material respects with all applicable federal and state laws and regulations. Buyer shall also notify Servicer of any changes in applicable laws and regulations which impact the provision of the Services.
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By Servicer. (i) Without the prior written consent of Navient, Servicer shall not have the right to transfer or assign the Agreement in whole or in part. (ii) Notwithstanding Section 33.4(a)(i), Servicer may assign the Agreement in whole or in part to a wholly-owned subsidiary of Servicer or have Servicer’s obligations performed by a wholly-owned subsidiary of Servicer or a nonprofit corporation as to which Servicer is the controlling member (provided that Servicer itself does not undergo a Change in Control) that (A) has the same or better financial strength as Servicer, (B) assumes primary responsibility for the private student loan servicing business and operation of Servicer and has the capability to continue to provide the Services in the same manner and at the same quality and (C) has its corporate headquarters and the majority of its business operations in the United States. Nothing in the Agreement shall prevent Servicer from operating under a new business name, fictitious name, or DBA, provided that any change pursuant to the foregoing shall be at no cost to the Navient Entities.
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By Servicer. Servicer shall defend, indemnify and hold harmless Buyer and its Affiliates and their respective officers, directors and employees ("Buyer Indemnified Parties"), from and against, any and all out-of-pocket liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Servicer contained in this Agreement; or (ii) the failure by Servicer to perform any of its covenants hereunder, including the covenant to perform any Services in accordance with the terms of this Agreement, or (iii) the gross negligence or willful misconduct of Servicer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Buyer Indemnified Party which results from the Servicer's, or parties with whom the Servicer has separately contracted, willful acts. By Buyer. Buyer shall defend, indemnify and hold harmless Servicer and its Affiliates and their respective officers, directors, employees, subcontractors ("Servicer Indemnified Parties") and permitted assigns, from and against, any and all Losses directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Buyer contained in this Agreement; or (ii) the failure by Buyer to perform any of its covenants hereunder; or (iii) the gross negligence or willful misconduct of Buyer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Servicer Indemnified Party which results from the Buyer's, or parties with whom the Buyer has separately contracted, willful acts. Indemnification Procedures. Except as otherwise expressly provided herein, the procedures to be followed as to notice of claims, selection of counsel, settlement of claims and subrogation with respect to the indemnifications set forth in Sections 7.01(a) and 7.01(b) shall be the same as the provisions set forth in the Purchase Agreement in Article 7 thereof, which provisions shall be incorporated herein in their entirety and shall be subject to the survival provisions set forth therein. Survival of Indemnification. The provisions of this Article VII shall survive the Conversion Date for a period of one (1) year with respect to all claims. Notwithstanding the foregoing, any claim for indemnification for which notice is given pursuant to Section 7.01(c)...
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By Servicer. Servicer shall use reasonable care and due diligence in performing its obligations hereunder and all services rendered shall be done with reasonable dispatch and in conformity with all applicable laws and regulations. Servicer shall notify Company immediately of any notice received of any alleged violation thereof and shall promptly correct any such violation, regardless of its cause. Servicer agrees to indemnify Company, its officers, agents and employees, and hold them harmless from any and all liability, loss, damage, costs and expenses, including any extra-contractual damages, as they or any of them from time to time incur resulting from claims, demands, disputes, investigations, proceedings, actions, litigation, or judgments resulting directly or indirectly from Servicer's breach of this Agreement or the negligence, willful misconduct or fraudulent acts of Servicer or any of its officers, agents or employees. In no event, however, shall Servicer indemnify Company or hold it harmless as hereinbefore specified for the amount of the policy benefits which may be found to be owed by Company, nor shall Servicer be responsible if the liability, loss or damages, costs and expenses arise due to any negligence or willful misconduct or fraudulent acts of Company, its officers, agents (excluding Servicer and its subagents) or employees, or to the extent Servicer follows and complies with Company's claims handling procedures, manuals, guidelines and instructions in accordance with the terms of this Agreement. Servicer shall pay all reasonable attorney's fees in connection with the defense of any such indemnifiable action should it arise; provided, however, that Company shall have the right to decide whether such action shall be compromised or defended to its final outcome and Company shall direct such compromise or defense. If any claim payment is made hereunder to an ineligible person by Servicer, or if it is determined that more or less than the correct amount has been paid by Servicer, Servicer then will attempt to recover or adjust such payment, but is not required to initiate court proceedings to effect any such adjustment. If Servicer is unsuccessful in making such adjustments, it shall so notify Company in order that Company may take such appropriate action as may be available.
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By Servicer. Servicer represents and warrants to Navient, as of the Effective Date and throughout the Master Term and Termination Assistance Period(s) that: (a) Servicer is duly organized, validly existing and in good standing under the Laws of the State of Missouri (“State”). It is a body politic and corporate and public instrumentality of the State and was created and organized by state statutes Sections 173.350 to 173.445 of the Missouri Revised Statutes. Servicer has the legal power and all licenses, permits, authorizations and approvals (governmental, corporate and otherwise) necessary to carry on its business and perform its obligations under the Agreement. Servicer is in compliance with all Laws, which, if compliance with such Laws were not maintained, would have a material adverse impact on Servicer’s ability to perform its obligations under the Agreement, including (i) being duly licensed to service and collect student loans (“Loans”) in each state in which such license is required for the provision of the Services, and (ii) being eligible under the U.S. Higher Education Act of 1965, as amended (“HEA”), and the rules, regulations, interpretations, instructions and procedures issued thereunder and in effect from time to time (“HEA Regulations”) to service any loans originated under the Health Education Assistance Loan (HEAL) and Federal Family Education Loan Programs (“FFELP Loans”). The execution and performance of the Agreement and each transaction contemplated hereby has been duly authorized by all corporate action and does not and will not contravene any provision of Laws applicable to Servicer. The execution or performance of the Agreement by Servicer shall not violate Servicer’s organizational statutes or its by-laws or any material contract or other instrument to which it is a party or by which it is bound and shall not violate any outstanding judgment, order, writ, injunction or Laws to which it is subject. (b) The person executing the Agreement on Servicer’s behalf is duly authorized to do so, and the Agreement is a legal, valid and binding agreement, enforceable against Servicer in accordance with its terms, and subject, as to enforceability, to (i) bankruptcy, insolvency and other similar Laws of general applicability relating to or affecting creditors’ rights now or hereafter in effect and (ii) general principles of equity. (c) No trade secrets, confidential or proprietary information, software, patents, trademarks, trade names, domain names, servic...
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By Servicer. Servicer shall indemnify and hold harmless Bank and its Affiliates and their respective officers, directors and employees, from and against, any and all liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") incurred by reason of: (i) the inaccuracy of any representation prior to, or the breach of any warranty of Servicer contained in this Agreement occurring earlier than, one (1) year from the Conversion Date; or (ii) the failure to perform any covenant of Servicer hereunder, including the covenant to materially perform any Services in accordance with the terms of this Agreement.
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Related to By Servicer

  • Subservicer Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer.

  • Master Servicer The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.3 and any other information and statements required to be provided by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Loan monitoring with the actual remittances of the Servicers to the Distribution Account pursuant to the applicable Servicing Agreements. Notwithstanding anything in this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that a Servicer is a party to (a “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under any such Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the applicable Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicers and the Master Servicer with any limited powers of attorney and other documents in form reasonably acceptable to it necessary or appropriate to enable the Servicers and the Master Servicer to service or master service and administer the related Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or any Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or such Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer. The Trustee, the Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodians or the Securities Administrator regarding the related Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, a Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by such Servicer or Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Loan Document or otherwise available at law or equity. The Trustee shall have no responsibility for the willful malfeasance or any wrongful or negligent actions taken by the Master Servicer or any Servicer in respect of any document delivered by the Trustee under this paragraph, and the Trustee shall be indemnified by the Master Servicer or such Servicer, as applicable, for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer.

  • Servicer ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6 a forecasted rate. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs ($) 11 the beginning of the processing cycle. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs ($) 11 the end of the processing cycle. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10 the borrower's next payment is due to the Servicer, as reported by Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10 first curtailment amount. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs ($) 11 curtailment amount, if applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10 second curtailment amount. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs ($) 11 curtailment amount, if applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10 third curtailment amount. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs ($) 11 curtailment amount, if applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- PIF_AMT The loan "paid in full" amount as reported 2 No commas(,) or dollar signs ($) 11 by the Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10 Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- ACTION_CODE The standard FNMA numeric code used to Action Code Key: 15=Bankruptcy, 2 indicate the default/delinquent status of a 30=Foreclosure, , 60=PIF, particular loan. 63=Substitution, 65=Repurchase,70=REO -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs ($) 11 reported by the Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs ($) 11 applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11 applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- LOAN_LOSS_AMT The amount the Servicer is passing as a 2 No commas(,) or dollar signs ($) 11 loss, if applicable. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs ($) 11 due at the beginning of the cycle date to be passed through to investors. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs ($) 11 investors at the end of a processing cycle. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SCHED_PRIN_AMT The scheduled principal amount as reported 2 No commas(,) or dollar signs ($) 11 by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs ($) 11 service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs ($) 11 Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs ($) 11 service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs ($) 11 prepays on his loan as reported by the Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs ($) 11 waived by the servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10 Modification for the loan. -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- MOD_TYPE The Modification Type. Varchar - value can be alpha or 30 numeric -------------------------- ---------------------------------------------- --------- ------------------------------------ --------- DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs ($) 11 interest advances made by Servicer. -------------------------- ---------------------------------------------- --------- ------------------------------------ ---------

  • Special Servicer The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 5); such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation. The Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Operating Advisor if (A) the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

  • ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER Section 9.01 Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee, the Depositor and the Certificateholders shall monitor the performance of the Servicers under the Purchase and Servicing Agreements, and shall use its reasonable good faith efforts to cause the Servicers duly and punctually to perform all of their respective duties and obligations thereunder. Upon the occurrence of a default of which an Authorized Officer of the Master Servicer has actual knowledge under a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding any provision of this Agreement or any Purchase and Servicing Agreement to the contrary, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, a Servicer under its Purchase and Servicing Agreement with respect to any Additional Collateral or any Limited Purpose Surety Bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Fund in respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor servicer under the related Purchase and Servicing Agreement pursuant to this Section 9.01, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related Limited Purpose Surety Bond in accordance with the provisions of the such Purchase and Servicing Agreement). (b) Upon any termination by the Master Servicer of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the rights and powers of such Servicer with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer in its capacity as Servicer with respect to such Mortgage Loans under the related Purchase and Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee and the Rating Agencies, such consent not to be unreasonably withheld, and in accordance with the applicable provisions of the related Purchase and Servicing Agreement, a new ▇▇▇▇▇▇ ▇▇▇- or FHLMC-approved Person to serve as successor to the Servicer; provided, however, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer (including the Master Servicer). With such consent, the Master Servicer may elect to continue to serve as successor servicer under the Purchase and Servicing Agreement. Upon appointment of a successor servicer, as authorized under this Section 9.01(b), unless the successor servicer shall have assumed the obligations of the terminated Servicer under such Purchase and Servicing Agreement, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Purchase and Servicing Agreement. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, but in no event shall such compensation of any successor servicer (including the Master Servicer) be in excess of that payable to the Servicer under the affected Purchase and Servicing Agreement. The Master Servicer shall pay the costs of such enforcement (including the termination of a Servicer, the appointment of a successor servicer or the transfer and assumption of the servicing by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are insufficient to reimburse the Master Servicer for such costs of enforcement, from the Trust Fund, as provided in Section 9.04. If the Master Servicer assumes the servicing with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer it replaces or for the errors or omissions of such Servicer. (c) Upon any termination of a Servicer’s rights and powers pursuant to its Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Rating Agencies, specifying in such notice that the Master Servicer or any successor servicer, as the case may be, has succeeded such Servicer under the related Purchase and Servicing Agreement, which notice shall also specify the name and address of any such successor servicer. (d) Neither the Depositor nor the Trustee shall consent to the assignment by any Servicer of such Servicer’s rights and obligations under the related Purchase and Servicing Agreement without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld.