Common use of Master Servicer hereunder Clause in Contracts

Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved ▇▇▇▇▇▇ge servi▇▇▇. ▇ny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for the servicing and administration of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loans.

Master Servicer hereunder. Each Subservicer The compensation of any successor servicer (including, without limitation, the Trustee) so appointed shall be either the aggregate Servicing Fees, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 8.8 and 8.15; provided, however, that if the Trustee acts as successor Master Servicer then the Sponsor agrees to pay to the Trustee at such time that the Trustee becomes such successor Master Servicer a fee of twenty-five dollars ($25.00) for each Mortgage Loan then included in the Trust Estate. The Trustee shall be obligated to serve as successor Master Servicer whether or not the $25.00 fee described in the preceding sentence is paid by the Sponsor, but shall in any event be entitled to receive, and to enforce payment of, such fee from the Sponsor. (h) In the event the Trustee solicits bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Master Servicer shall be entitled to the compensation set forth in clause (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid. The Trustee shall deduct from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. (i) an institution The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the accounts Trustee and any successor Master Servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor Master Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor Master Servicer, as applicable, all amounts which then have been or should have been deposited in the Principal and Interest Account by the Master Servicer or which are insured thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Master Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the FDIC failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required restrictions imposed by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved ▇▇▇▇▇▇ge servi▇▇▇. ▇ny Subservicing Agreement entered into by any regulatory authority having jurisdiction over the Master Servicer shall include or (iii) any breaches of a predecessor Master Servicer. (j) The Trustee or any other successor Master Servicer, upon assuming the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any duties of Master Servicer hereunder or (y) without cause in hereunder, shall immediately make all Delinquency Advances and pay all Compensating Interest which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent has theretofore failed to remit with the terms of this Servicing Agreement. With the consent of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments respect to the Subservicing Agreements or enter into different forms of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms if the Trustee is acting as successor Master Servicer, the Trustee shall only be consistent with and not violate required to make Delinquency Advances (including the provisions of this Servicing Agreement, and that no such amendment or different form shall Delinquency Advances required to be made or entered into which could by the predecessor Master Servicer but not so deposited) if, in the Trustee's reasonable good faith judgment, such Delinquency Advances will ultimately be reasonably expected to be materially adverse to recoverable from the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds. related Mortgage Loans. (k) The Master Servicer has entered into Subservicing Agreements with which is being removed or is resigning shall give notice to the Initial Subservicers for Mortgagors and to each Rating Agency of the transfer of the servicing to the successor. (l) The Trustee shall give notice to the Certificate Insurer, each Rating Agency and administration to the Owners of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable occurrence of any event specified in Section 8.20(a) of which the Trustee has knowledge. (m) Notwithstanding anything herein to the Indenture Trustee for the servicing and administration of certain contrary, upon termination of the Mortgage LoansMaster Servicer hereunder, any liabilities of the Master Servicer which accrued prior to such termination shall survive such termination.

Master Servicer hereunder. Each Subservicer Any successor Master Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, is a Fannie Mae and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved approv▇▇ ▇▇▇▇▇▇ge ler/servi▇▇▇ ▇. ▇ny Subservicing Agreement entered into ▇ good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer shall include (other than liabilities of the provision Master Servicer under Section 6.03 hereof incurred prior to termination of the Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such Agreement may assignment and delegation will not be immediately terminated (x) with cause qualified or reduced as a result of such assignment and without any termination fee by any delegation. No appointment of a successor to the Master Servicer hereunder or (y) without cause in which case shall be effective until the Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to each Certificateholder. No successor to the Master Servicer shall be responsible for any termination fee or penalty resulting therefromappointed hereunder unless the appointment of such institution as successor Master Servicer shall not adversely affect the coverage under the Loan Insurance Policy. The Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In additionconnection with such appointment and assumption, each Subservicing Agreement the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall provide for agree; provided that no such compensation shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans consistent that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the terms successor Master Servicer in causing MERS to execute and deliver an assignment of this Servicing AgreementMortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. With The predecessor Master Servicer shall file or cause to be filed any such assignment in the consent appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the Indenture Trustee, the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements original with evidence of recording thereon or enter into different forms of Subservicing Agreements providing for, among other things, the delegation a copy certified by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any public recording office in which such amendments or different forms shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicers for the servicing and administration of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the Indenture Trustee for the servicing and administration of certain of the Mortgage Loansassignment was recorded.

Master Servicer hereunder. Each Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable Any successor to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved ▇▇▇▇▇▇ge servi▇▇▇. ▇ny Subservicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In additionan institution which is a FNMA and FHLMC approved seller/servicer in good standing, each Subservicing Agreement shall provide for servicing which has a net worth of at least $15,000,000, and which is willing to service the Mortgage Loans consistent with and executes and delivers to the terms of this Servicing Agreement. With Depositor and the consent Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the Indenture Trusteerights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer and the Subservicers may enter into Subservicing Agreements and make amendments to the Subservicing Agreements or enter into different forms (other than liabilities of Subservicing Agreements providing for, among other things, the delegation by the Master Servicer under Section 6.03 hereof incurred prior to a Subservicer of additional duties regarding the administration termination of the Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage LoansLoans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Master Servicing Fee permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such amendments or different forms succession. Neither the Trustee nor any other successor master servicer shall be consistent with and not violate the provisions of this Servicing Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected deemed to be materially adverse in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the interests Master Servicer as master servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.09. In connection with the termination or resignation of the Bondholders, without the consent of the Holders of Bonds representing not less than a majority of the aggregate Bond Principal Balance of the Bonds. The Master Servicer has entered into Subservicing Agreements hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the Initial Subservicers for rules and procedures of MERS in connection with the servicing and administration of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer either (x) in causing MERS to execute and may enter into additional Subservicing Agreements with Subservicers acceptable deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee for and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the servicing and administration MERS(R) System to the successor Master Servicer or (y) in causing MERS to designate on the MERS(R) System the successor Master Servicer as the servicer of certain such Mortgage Loan. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the Mortgage Loansoriginal with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.