Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the time the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.018.01 hereof, the Master Servicer shallresigns pursuant to Section 7.04 hereof or the Servicer receives a notice of termination pursuant to the Servicing Agreement or Section 8.01 hereof, subject to and to the extent provided provisions of Section 3.04 hereof, the Trustee (in Section 7.03, and subject to the rights case of the Master Servicer), or the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02(in the case of the Servicer), shall be the successor in all respects to the Master Servicer or the Servicer, as applicable, in its capacity as servicer Master Servicer or the Servicer under the applicable Servicing this Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or the Servicer by the terms and provisions of such Servicing Agreement and applicable law including hereof, provided that the obligation Trustee or the Master Servicer, as applicable, shall not be deemed to make Monthly Advances have made any representation or Servicing Advances pursuant warranty as to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, Mortgage Loan made by the Master Servicer or the Servicer and shall do so unless not effect any repurchases or substitutions of any Mortgage Loan; and provided, further, that it is understood and acknowledged by the parties hereto that there will be a determination has been made full period of transition (not to exceed ninety (90) days) before the actual servicing functions of the Servicer can be fully transferred to ▇▇▇▇▇ Fargo as successor Servicer and that during such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance)period of transition ▇▇▇▇▇ Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and Advances. As compensation therefor, the Trustee or the Master Servicer Servicer, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or the Servicer (the “Replaced Servicer”) would have been entitled to charge to the Collection related Custodial Account if the Replaced Servicer had continued to act under hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including without limitation Advances and Servicing Agreement including, if Advances) theretofore made by the Replaced Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth with respect to which it would be entitled to be reimbursed as provided in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments if it had not been so terminated or gain related to the Collection Accountresigned). Notwithstanding the foregoing, if the Trustee or the Master Servicer, as applicable, has become the successor to a Replaced Servicer in accordance with this Section 8.02, the Trustee or the Master Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency(without regard to the Certificate Insurance Policy), as the successor to such the Master Servicer under or the applicable Servicing Agreement Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of or the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of as applicable, provided that such terminated successor to the Master Servicer incurred prior to termination of such Servicer under Section 7.01)or the Servicer, with like effect as if originally named as a party to this Agreement; providedapplicable, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will shall not be qualified deemed to have made any representation or reducedwarranty as to any Mortgage Loan made by the Master Servicer or the Servicer, as a result of such assignment and delegationapplicable. Pending appointment of a successor to a the Master Servicer or the Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee or the Master Servicer Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicing Fee Rate and amounts paid to the Replaced Servicer from investmentshereunder. The Trustee or the Master Servicer Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither None of the Trustee, the Master Servicer nor any other successor to a Servicer master servicer or 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 caused by the failure of a Replaced Servicer to performdeliver, or any delay in performingdelivering, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor A Replaced Servicer shall give notice that has been terminated shall, at the request of the Trustee or the Master Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the Mortgagors assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such change servicing, but only to the extent of Servicerthe Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of the Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of this Agreement and the Servicing Agreement and otherwise servicing the related Mortgage Loans in accordance with applicable federal the servicing provisions of this Agreement and state lawthe Servicing Agreement. The Master Servicer and the Servicer shall cooperate with the Trustee and the Master Servicer, as applicable, and shallany other successor master servicer or servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereunder, including without limitation the transfer to such successor for administration by it of all cash amounts that shall at the time be credited by such Replaced Servicer to the applicable Custodial Account or thereafter received with respect to the Mortgage Loans. Neither the Trustee, the Master Servicer nor any other successor master servicer or servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, the distribution hereunder or any portion thereof caused by (a) the failure of the Replaced Servicer to (i) deliver, or any delay in delivering, documents or records to it, or (ii) cooperate as required by this Agreement or (b) restrictions imposed by any regulatory authority having jurisdiction over the Replaced Servicer. The Master Servicer shall require that any successor to the Servicer as servicer shall during the term of its service as servicer, servicer maintain in force the policy or policies that each the Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding If the foregoingReplaced Servicer fails to pay all costs related to the transition of servicing to the successor Master Servicer or Servicer, the successor Master Servicer or Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of the Servicer hereunder or under the Servicing Agreement, either (i) the successor Servicer, including the Trustee or the Master Servicer if either of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate 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 related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage 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 not terminate be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer without causeor (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Custodian on behalf of the Trustee, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (TBW Mortgage-Backed Trust Series 2007-2)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇F▇▇▇▇▇ ▇M▇▇ and Freddie Mac approved seller/servicer in good standingstanding and acceptable to the NIM Insurer in its reasonable discretion, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and time the applicable Servicer receives a notice of termination pursuant to Section 3.24 or Section 7.01, subject to the third paragraph of this Section 7.02, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.023.24, be the successor to the Servicer in its capacity as servicer under the applicable Servicing this Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement hereof and applicable law including the obligation to make Monthly P&I Advances or and Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance)Section 4.01. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account or the Distribution Account if the Servicer had continued to act under the Servicing Agreement hereunder including, if the Servicer was receiving the Servicing Fee at Fee, the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account and the Distribution Account. The predecessor Servicer shall pay all costs and expenses incurred in connection with a transfer of servicing in the event of termination of the Servicer for cause to a successor Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid by the predecessor Servicer, such costs shall be paid by the Trust. Notwithstanding the foregoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly P&I Advances and Servicing Advances pursuant to the applicable Servicing AgreementSection 4.01, or if it is otherwise unable to so act, or, or at the written request direction of Certificateholders entitled to Holders holding a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer under the applicable Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a the Servicer hereunder shall be effective until the Depositor shall have consented theretohereunder. Any successor to such the Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is w▇▇▇▇ ▇s willing to service ▇▇ ▇▇▇vice the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, the Servicer (other than liabilities of such terminated the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, provided 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 a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.023.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans serviced by such predecessor Servicer as it, the Depositor it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the predecessor Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. If no successor Servicer meeting such qualifications shall have been approved by the Depositor within 30 days after the giving of such notice or resignation, the Master Servicer may petition any court of competent jurisdiction for the appointment of a successor Servicer meeting the qualifications set forth in Section 7.02. Notwithstanding any provision in this Agreement to the contrary, prior to the 20th day following the notice of termination of the Servicer, the terminated Servicer may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02; provided any successor Servicer hereunder agrees to fully effect the servicing transfer within 30 days following the termination of the predecessor Servicer and to make all P&I Advances, Servicing Advances and payments pursuant to Section 7.01(a) that would otherwise be made by the Servicer under this Section 7.02 as of the date of such appointment and prior thereto, the terminated Servicer makes all P&I Advances, Servicing Advances and payments pursuant to Section 7.02; provided, however, that, in the event that such terminated Servicer does not make such P&I Advances, Servicing Advances or payments under Section 7.01(a), the provisions of this paragraph shall not apply; otherwise the Master Servicer shall appoint a successor Servicer as otherwise set forth in this Section 7.02. Any proceeds received in connection with the appointment of such successor Servicer shall be the property of the terminated Servicer or its designee. Any successor to the Servicer as servicer shall give notice to the related Mortgagors of such change of Servicer, in accordance with applicable federal and state law, servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that each the Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without causeSection 3.13.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Natixis Real Estate Capital Trust 2007-He2)
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and the applicable time a Servicer receives a notice of termination pursuant to Section 7.018.01, pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be shall become the successor to the such Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such or under the M&T Servicing Agreement or GreenPoint Servicing Agreement and the Trustee shall become the successor under the ▇▇▇▇▇ Fargo Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions of such hereof or the M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Article VI hereof or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement (it being understood and agreed or ▇▇▇▇▇ Fargo Servicing Agreement hereof, except as otherwise provided herein; provided, however, that if any Servicer fails the Master Servicer’s or Trustee’s, as applicable, obligation to make an Advance, Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Master Servicer shall do so unless a determination has been or the Trustee, as applicable, will make any Advance required to be made that by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, as applicable, shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act hereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement including, if the Servicer was receiving the or ▇▇▇▇▇ Fargo Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage LoansAgreement, as applicable, provided, however, that the Master Servicer or the Trustee, as applicable, shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Servicing Fee and Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the income on investments terminated Servicer pursuant to Section 2.03 or gain related pursuant to the Collection AccountM&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the foregoing, the Master Servicer or the Trustee, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Article VI of this Agreement or pursuant to the applicable M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the terminated Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until or under the Depositor shall have consented theretoM&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable. Any successor to such Successor Servicer shall (i) be an institution which that is a ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ and Freddie Mac approved seller/servicer in good standing, which that has a net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service act as successor servicer of the related Mortgage Loans under this Agreement or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, and which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such Servicer under Section 7.018.01 of this Agreement or under the related Servicing Agreement, as applicable), with like effect as if originally named as a party to this Agreement or the M&T Servicing Agreement; provided, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Master Servicer or the Trustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, the Master Servicer or the Trustee, as applicable, shall not resign as servicer until a Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the terminated Servicer hereunder, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer or the Trustee, as applicable, is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under the M&T Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement. The Master Servicer or the Trustee, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer or the Trustee, as applicable, nor any other successor to a 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 predecessor terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer and/or the Trustee in connection with the termination of a defaulting Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee, as applicable, or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement or the M&T Servicing Agreement, GreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable, shall give notice to the applicable Mortgagors of such change of Servicer, in accordance with applicable federal and state law, servicer and shall, during the term of its service as servicer, successor servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to Section 3.05(b) or pursuant to the applicable M&T Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without causeGreenPoint Servicing Agreement or ▇▇▇▇▇ Fargo Servicing Agreement, as applicable.
Appears in 1 contract
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicablerespectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standingstan▇▇▇▇, which w▇▇▇h has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-1)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any the Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans), as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer. No such appointment of a successor to a the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such the Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a w▇▇▇▇ ▇a▇ ▇ net worth of ▇▇▇▇▇ ▇f at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a the 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicerServicer, maintain in force the policy or policies that each the Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a the Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (BCAP LLC Trust 2006-Aa2)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable,) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standingstand▇▇▇, which ▇h▇▇▇ has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.029.01, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2005-7)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, as applicablerespectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standingstandin▇, which has ▇▇▇c▇ ▇as a net worth ▇▇▇ ▇▇▇th of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-11)
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and time the applicable Servicer receives a notice of termination pursuant to Section 7.018.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be Trustee shall become the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such the Servicing Agreement and applicable law including Agreement, including, the obligation to make Monthly Advances, except as otherwise provided herein; provided, however, that the Trustee’s obligation to make Advances or Servicing Advances pursuant in its capacity as Successor Servicer shall not be subject to such Servicing Agreement (it being understood 90 day transition period and agreed that if the Trustee will make any Advance required to be made by the terminated Servicer fails on the Distribution Date on which the terminated Servicer was required to make an such Advance. Effective on the date of such notice of termination, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As as compensation therefor, the Master Servicer Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act as Servicer under the Servicing Agreement includingAgreement, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer was receiving or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Accountterminated Servicer. Notwithstanding the foregoing, the Master Servicer Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, this Agreement or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a the Servicer hereunder shall be effective until under the Depositor shall have consented theretoServicing Agreement. Any successor to such Successor Servicer shall (i) be an institution which that is a ▇▇▇▇▇▇ ▇▇▇ and Freddie ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, which that has a net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service act as Successor Servicer of the Mortgage Loans under the Servicing Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such the Servicer under Section 7.01the Servicing Agreement), with like effect as if originally named as a party to this the Servicing Agreement; provided, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, 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 a the terminated Servicer hereunder, the Master ServicerTrustee, unless the Master Servicer Trustee is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer under the Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement. The Master Servicer Trustee and such successor shall take such action, consistent with this Agreement and the Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer Trustee nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Trustee from the Distribution Account pursuant to Section 3.31. Any successor to the terminated Servicer as Successor Servicer under the Servicing Agreement shall give notice to the applicable Mortgagors of such change of Servicer, in accordance with applicable federal and state law, the Servicer and shall, during the term of its service as servicer, Successor Servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding On and after the foregoing, time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.3 and the obligation to deposit amounts in respect of losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As compensation therefor, the Trustee shall be entitled to and all funds relating to the Loans, investment earnings on the Distribution Account and all other remuneration to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so request in writing promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $25,000,000, as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may not terminate make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer without cause(and, if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in such capacity as hereinabove provided. The transition costs and expenses incurred by the Trustee in connection with the replacement of the Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust Fund.
Appears in 1 contract
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and date on which the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights terms of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, the Master Servicer shall be the successor in all respects to the Servicer in its capacity as servicer the Servicer under the applicable Servicing this Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions of such Servicing Agreement and applicable law including hereof including, without limitation, the obligation Servicer’s obligations to make Monthly Advances or Servicing P&I Advances pursuant to Section 4.03; provided however, that any failure to perform such Servicing Agreement (duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Master Servicer as successor to the Servicer hereunder; provided, however, it being is understood and agreed acknowledged by the parties that if there will be a period of transition (not to exceed 90 days from the date on which the Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any Servicer fails to make an required P&I Advance, which the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance)be required to do) of the Mortgage Loans. As compensation therefor, the Master Servicer or any other successor Servicer shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans that to which the Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act under the Servicing Agreement including, if hereunder (other than amounts which were due or would become due to the Servicer was receiving prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee at paid hereunder and the Servicing Fee Rate amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth in or provided for herein. On and after the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income date on investments or gain related to the Collection Account. Notwithstanding the foregoing, which the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances receives a notice of termination pursuant to Section 7.01, subject to the applicable Servicing Agreementterms of this Section 7.02, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, Trustee shall promptly appoint or petition a court of competent jurisdiction to appointappoint a successor Master Servicer meeting the requirements described below. The successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as the Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any established mortgage loan representations or warranties of the Master Servicer under this Agreement) by the terms and provisions hereof; and provided however, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the successor to the Master Servicer hereunder; provided, however, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the Master Servicer receives such notice of termination) before the master servicing institution transfer is fully effected, during which time the terminated Master Servicer shall continue all master servicing of the Mortgage Loans. As compensation therefor, the successor Master Servicer shall be entitled to the Master Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee or for any differential in the amount of the Master Servicing Fee paid hereunder and the amount necessary to induce any successor Master Servicer to act as successor Master Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer or successor Master Servicer appointed under this Agreement must (i) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of which does such successor Servicer or successor Master Servicer would not adversely affect result in the reduction or withdrawal of the then current rating ratings of the Certificates by each Rating Agencyany outstanding Class of Certificates, as the successor to such Servicer under the applicable Servicing Agreement in the assumption (ii) have a net worth of not less than $15,000,000 and (iii) assume all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and or the Master Servicer an agreement accepting such delegation and assignmentServicer, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Serviceras applicable, (other than liabilities of such terminated the Servicer or the Master Servicer, as applicable, hereunder incurred prior to termination of such the Servicer or the Master Servicer, respectively, under Section 7.01), with like effect 7.01 herein) under this Agreement as if originally named as a party to this Agreement; provided, 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 No appointment of a successor to a the Servicer hereunderor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicer’s or Master Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Servicer or the Master Servicer, unless as applicable, hereunder incurred prior to termination of the Servicer or the Master Servicer is prohibited by law from so actingServicer, shallrespectively, subject to this under Section 7.02, act in such capacity as hereinabove provided7.01 herein) hereunder. In connection with such appointment and assumptionassumption of a successor Servicer or successor Master Servicer as described herein, the Master Servicer Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to that permitted the Servicer from investmentsor the Master Servicer, as applicable, as such hereunder. The Master Servicer Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither Pending appointment of a successor to the defaulting Servicer under this Agreement, the Master Servicer nor shall act in such capacity as hereinabove provided. Upon removal or, unless the Servicing Rights Pledgee or its designee is appointed successor servicer in accordance with Section 6.04, resignation of the Servicer or the Master Servicer, the Trust Administrator, with the cooperation of the Depositor, (x) may solicit bids for a successor as described below and (y) pending the appointment of a successor as a result of soliciting such bids, the Trust Administrator or the Trustee shall serve as Servicer or Master Servicer, respectively, of the Mortgage Loans serviced or master serviced by such predecessor, as applicable. The Trust Administrator or the Trustee, as applicable, may solicit bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above (including the Trustee, the Trust Administrator or any affiliate thereof). Such successor shall be entitled to the compensation agreed upon between the Trust Administrator, the Trustee, the successor and the Depositor; provided, however, that no such fee shall exceed the Servicing Fee or the Master Servicing Fee, as applicable. The Trust Administrator or the Trustee, as applicable, upon receipt of the purchase price shall pay such purchase price to the Servicer or Master Servicer being so removed, after deducting from any sum received by the Trust Administrator or the Trustee, as applicable, from the successor in respect of such sale, transfer and assignment all costs and expenses of any sale, transfer and assignment of the servicing or master servicing rights, as applicable, and responsibilities reasonably incurred hereunder. After such deductions, the remainder of such sum shall be paid by the Trustee to the defaulting Servicer or Master Servicer, as applicable, at the time of such sale. In connection with the resignation, removal or expiration of the term of the Servicer hereunder, or in connection with the resignation or removal of any successor to the Servicer (or any other successor to a the Servicer shall be deemed to be in default hereunder by reason of any failure to makeappointed hereunder) acting as successor Servicer hereunder, either (i) the successor Servicer, (or any delay in making, any distribution hereunder or any portion thereof or any failure other successor to perform, or any delay in performing, any duties or responsibilities the Servicer appointed hereunder) acting as successor Servicer hereunder, shall represent and warrant that it is a member of MERS in either 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 that are registered with MERS, in which case caused by the failure of the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations and the predecessor Servicer shall execute and deliver or provide, or any delay in delivering or providing, any cash, informationsuch other notices, documents and other instruments as may be necessary or records desirable to it. Any effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (ii) the predecessor Servicer shall give notice cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Mortgagors Trustee. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of such change MERS, costs of Servicer, in accordance with applicable federal and state lawpreparing any assignments of Mortgage, and shall, during the term fees and costs of its service as servicer, maintain in force the policy or policies filing any assignments of Mortgage that each Servicer is may be required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without causeunder this paragraph.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fremont Home Loan Trust 2003-B Asset Backed Certs)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-12)
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and time the applicable Servicer receives a notice of termination pursuant to Section 7.018.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be Trustee shall become the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such the Servicing Agreement and applicable law including Agreement, including, the obligation to make Monthly Advances, except as otherwise provided herein; provided, however, that the Trustee’s obligation to make Advances or Servicing Advances pursuant in its capacity as Successor Servicer shall not be subject to such Servicing Agreement (it being understood 90 day transition period and agreed that if the Trustee will make any Advance required to be made by the terminated Servicer fails on the Distribution Date on which the terminated Servicer was required to make an such Advance. Effective on the date of such notice of termination, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As as compensation therefor, the Master Servicer Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act as Servicer under the Servicing Agreement includingAgreement, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer was receiving or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Accountterminated Servicer. Notwithstanding the foregoing, the Master Servicer Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, this Agreement or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a the Servicer hereunder shall be effective until under the Depositor shall have consented theretoServicing Agreement. Any successor to such Successor Servicer shall (i) be an institution which that is a F▇▇▇▇▇ M▇▇ and F▇▇▇▇▇▇ ▇▇▇ and Freddie Mac approved seller/servicer in good standing, which that has a net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service act as Successor Servicer of the Mortgage Loans under the Servicing Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such the Servicer under Section 7.01the Servicing Agreement), with like effect as if originally named as a party to this the Servicing Agreement; provided, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, 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 a the terminated Servicer hereunder, the Master ServicerTrustee, unless the Master Servicer Trustee is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer under the Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement. The Master Servicer Trustee and such successor shall take such action, consistent with this Agreement and the Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer Trustee nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Trustee from the Distribution Account pursuant to Section 3.31. Any successor to the terminated Servicer as Successor Servicer under the Servicing Agreement shall give notice to the applicable Mortgagors of such change of Servicer, in accordance with applicable federal and state law, the Servicer and shall, during the term of its service as servicer, Successor Servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding On and after the foregoing, time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.3 and the obligation to deposit amounts in respect of losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As compensation therefor, the Trustee shall be entitled to and all funds relating to the Loans, investment earnings on the Distribution Account and all other remuneration to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so request in writing promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $25,000,000, as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may not terminate make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer without cause(and, if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in such capacity as hereinabove provided. The transition costs and expenses incurred by the Trustee in connection with the replacement of the Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust Fund.
Appears in 1 contract
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the 76 related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standingstandin▇, which has ▇▇▇c▇ ▇as a net worth ▇▇▇ ▇▇▇th of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-14)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Loan Group I Mortgage Loans and Loan Group II Mortgage Loans, as applicablerespectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇ Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-3)
Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans, as applicableGroup II Mortgage Loans and Group III Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a Fannie Mae and Freddie Mac approved ▇▇▇▇▇r/▇▇rvice▇ ▇▇ ▇▇▇ and Freddie Mac approved seller/servicer in good od standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, 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 a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 7.02, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.
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Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2005-11)
Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and the applicable time a Servicer receives a notice of termination pursuant to Section 7.018.01 of this Agreement or pursuant to the Servicing Agreement, the Master Servicer shallor, subject to and to if ▇▇▇▇▇ Fargo is the extent provided in Section 7.03defaulting Servicer, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be Trustee shall become the successor to the such Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions of such hereof or the Servicing Agreement Agreement, as applicable, and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Article V hereof or the Servicing Agreement (it being understood and agreed Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that if any Servicer fails the Master Servicer’s or the Trustee’s obligation to make an Advance, Advances in its capacity as Successor Servicer shall not be subject to such 90-day transition period and the Master Servicer shall do so unless a determination has been or the Trustee, as applicable, will make any Advance required to be made that by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, as applicable, shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act hereunder or under the Servicing Agreement includingAgreement, as applicable, provided, however, that neither the Master Servicer nor the Trustee shall be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in pursuant to Section 2.03 of this Agreement or pursuant to the Servicing Agreement or (or, as set forth in iv) obligated to deposit losses on any Permitted Investment directed by the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Accountterminated Servicer. Notwithstanding the foregoing, the Master Servicer or the Trustee, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, Article VI of this Agreement or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the terminated Servicer under the applicable Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a the terminated Servicer hereunder shall be effective until or under the Depositor shall have consented theretoServicing Agreement. Any successor to such Successor Servicer shall (i) be an institution which that is a ▇▇▇▇▇▇ ▇▇▇ and Freddie ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, which that has a net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service act as successor servicer of the related Mortgage Loans under this Agreement or under the Servicing Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such Servicer under Section 7.018.01 of this Agreement or under the Servicing Agreement, as applicable), with like effect as if originally named as a party to this Agreement or under the Servicing Agreement; provided, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Master Servicer or the Trustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, the Master Servicer or the Trustee, as applicable, shall not resign as servicer until a Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the terminated Servicer hereunderhereunder or under this Servicing Agreement, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under this Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement. The Master Servicer or the Trustee, as applicable and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to a 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 predecessor terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer or the Trustee, as applicable, in connection with the termination of the terminated Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer, the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the Trustee, as applicable, from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of Servicer, in accordance with applicable federal and state law, servicer and shall, during the term of its service as servicer, successor servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to Section 3.05 of this Agreement or pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, if a Servicer Default with respect to Ocwen occurs, Ocwen or the Servicing Rights Lender shall have a period of up to thirty (30) days after receipt of a notice of termination to appoint a Successor Servicer that satisfies the eligibility criteria of a Successor Servicer set forth herein, which appointment shall be subject to the consent of the Depositor, the Sponsor, the Master Servicer, and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such Successor Servicer agrees to fully effect the servicing transfer within 120 days following the termination of Ocwen and to make all P&I Advances that would otherwise be made by the Master Servicer under Section 8.01 as of the date of such appointment, and to reimburse the Master Servicer for any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances they have made and any reimbursable expenses that they may have incurred in connection with this Section 8.02. Any proceeds received in connection with the appointment of such Successor Servicer shall be the property of Ocwen or its designee. This 30-day period shall terminate immediately (i) at the close of business on the second Business Day of such 30-day period if (A) Ocwen was terminated because of an Event of Default described in Section 8.01(a)(I)(i) for failing to make a required Advance pursuant to section 5.01, and (B) Ocwen shall have failed to make (or cause to be made) such Advance, or shall fail to reimburse (or cause to be reimbursed) the Master Servicer for an Advance made by the Master Servicer, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30-day period on which an Advance is due to be made, if Ocwen shall have failed to make (or caused to be made) such Advance, or Ocwen shall have failed to reimburse (or cause to be reimbursed) the Master Servicer for such Advance, by the close of business on such second Business Day; provided, that such 30-day period shall only be terminated to the extent that the Lender has received notice of such failure from the Master Servicer and the Lender has not terminate a cured or caused the cure of such failure within two (2) Business Days following receipt of notice, provided, however, that such notice requirement shall only be applicable to the extent that the Master Servicer without causehas been provided with the written address and contact information for the Lender. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee, Servicing Fee or Credit Risk Manager Fee or for any differential in the amount of the Master Servicing Fee, Servicing Fee or Credit Risk Manager Fee paid hereunder or under the Servicing Agreement, as applicable, and the amount necessary to induce any successor master servicer or successor servicer to act as successor master servicer or successor servicer under this Agreement or the Servicing Agreement, as applicable, and the transactions set forth or provided for herein.
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