Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Contracts on behalf of the Trust and shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contract. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of the Transferor is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Contracts and with respect to the Financed Vehicles; provided however, that notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision. (b) The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) and a degree of care consistent with prudent industry standards and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable to the Contracts. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer in the performance of its obligations under this Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer, the Trustee or the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders. (c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer. (d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty. (e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time to time be updated by the Master Servicer as additional officers and employees of the Master Servicer become involved, or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts. (f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other powers of attorney or other documents reasonably necessary or appropriate which the Trustee may legally execute to enable the Master Servicer to carry out its servicing and administrative duties hereunder. Neither the Master Servicer nor any of its directors, officers, employees or agents will be under any liability to the Trust, the Trustee, the Certificate Insurer, any Certificateholder, or the Transferor for the consequences of any delay resulting from having to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance. (g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name of the Master Servicer as lienholder in Title Documents respecting any Financed Vehicle is maintained by the Master Servicer as agent for the Trust and that the Master Servicer has no equitable ownership in the Contracts, except as it may have by virtue of ownership of a Certificate or an equity interest in the Transferor or any Certificateholder. The Master Servicer acknowledges that it is holding the Contract Documents coming into its possession and any other property constituting a part of the Trust Estate held by it, in trust, for the benefit of the Certificateholders and the Certificate Insurer.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (National Auto Finance Co Inc)
Master Servicer to Act as Servicer. (a) The For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall service and administer the Contracts on behalf of in accordance with prudent servicing standards and procedures generally accepted in the Trust manufactured home finance industry, except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Master Servicer, subject to the immediately preceding sentence shall have full power and authority, acting alone and/or through Subservicers Servicers as provided in Section 3.023.02 hereof, to do or cause to be done any and all things which that it may deem necessary or desirable in connection with such servicing and administration administration, including but not limited to the power and which are consistent with this Agreement. Consistent with authority, subject to the terms hereof (i) to execute and deliver, on behalf of this Agreementthe Certificateholders and the Trustee, the Master Servicer may waivecustomary consents or waivers and others instruments and documents, modify or vary any term (ii) to consent to transfers of any Contract Manufactured Home and assumptions of the Contracts, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or consent to other conversion of the postponement ownership of strict compliance with the Manufactured Home securing any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate InsurerContract; provided however, that the Master Servicer may not permit any modification shall take no action that is inconsistent with respect to or prejudices the interests of the Trustee or the Certificateholders in any Contract that would change its Contract Rateor the rights and interests of the Depositor, defer the payment of any principal or interest (except to Trustee and the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such ContractCertificateholders under this Agreement. Without limiting the generality of the foregoing, the Master Servicer Servicer, in its own name or in the name of the Transferor Depositor and the Trustee, is hereby authorized and empowered by the Trustee Depositor and the Trustee, when the Master Servicer believes it appropriate in its best judgment judgment, to execute and deliver, on behalf of the TrustTrustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Contracts Contracts, and with respect to the Financed Vehicles; provided however, that notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision.
(b) The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) and a degree of care consistent with prudent industry standards and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable to the ContractsManufactured Homes. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors Depositor and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer in the performance of its obligations under this Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer, the Trustee or the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders.
(c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer.
(d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty.
(e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time to time be updated by the Master Servicer as additional officers and employees of the Master Servicer become involved, or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts.
(f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other powers of attorney or and other documents reasonably necessary or appropriate which to service and administer the Trustee may legally execute to enable Contracts. In accordance with the standards of the preceding paragraph, the Master Servicer Servicer, with respect to carry out its servicing any Nonsubserviced Contract and administrative duties hereunder. Neither the Master Servicer nor any of its directorsotherwise, officers, employees or agents will be under any liability to the Trustextent the related Servicer does not do so, shall advance or cause to be advanced funds as necessary for the Trusteepurpose of effecting the timely payment of taxes and assessments on the Manufactured Homes, which advances shall be reimbursable in the first instance from related collections from the Obligors pursuant to Section 3.08 hereof, and further as Liquidation Expenses as provided in Section 3.16 hereof and may be withdrawn from the Certificate Insurer, any Certificateholder, or the Transferor for the consequences of any delay resulting from having Account pursuant to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance.
(g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name of the Master Servicer as lienholder in Title Documents respecting any Financed Vehicle is maintained Section 3.12 hereof. All costs incurred by the Master Servicer or by the related Servicers in effecting the timely payment of taxes and assessments on the Manufactured Homes shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Principal Balance under the related Contracts, notwithstanding that the terms of such Contracts so permit. In the event that the Depositor elects to treat the related Trust Fund as a REMIC as defined in the Code in the Reference Agreement the Master Servicer shall (unless otherwise specified in such Reference Agreement) act as agent for on behalf of the Trust and that in such capacity it shall: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the Master Servicer has no equitable ownership in taxable year for the ContractsTrust Fund when and as required by the applicable provisions of the Code; (b) make an election, except as it may have by virtue of ownership of a Certificate or an equity interest in the Transferor or any Certificateholder. The Master Servicer acknowledges that it is holding the Contract Documents coming into its possession and any other property constituting a part on behalf of the Trust Estate held by itFund, to be treated as a REMIC on the federal tax return of the Trust Fund for its first taxable year, in trust, for accordance with the benefit applicable provisions of the Code; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the Certificate Insurerapplicable provisions of the Code; (d) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the applicable provisions of the Code; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; and (f) pay the amount of the any federal income tax, including prohibited transaction penalty taxes, imposed on the Trust Fund when and as the same shall be due and payable.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Contracts Mortgage Loans on behalf of the Trust Trustee and in the best interests of and for the benefit of the Certificateholders and the Certificate Insurer (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Advances or Servicing Advances; or
(iv) the Master Servicer's, the Special Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer it may waive, modify deem necessary or vary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contractdesirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of the Transferor a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the TrustCertificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Contracts Mortgage Loans and with respect the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the Financed Vehicles; provided howeverownership of such properties, that notwithstanding the foregoingand to hold or cause to be held title to such properties, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale on behalf of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision.
(b) Trustee and Certificateholders. The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) Mortgage Loans in accordance with applicable state and a degree of care consistent with prudent industry standards federal law and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable shall provide to the ContractsMortgagors any reports required to be provided to them thereby. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer also comply in the performance of its obligations this Agreement with all reasonable rules and requirements of each insurer under this any standard hazard insurance policy. Subject to Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer3.17, the Trustee or shall execute, at the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders.
(c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer.
(d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty.
(e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees written request of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time furnish to time be updated by the Master Servicer as additional officers and employees any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer become involved, or responsible for, the administration any Sub-Servicer to carry out their servicing and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts.
(f) The Master Servicer may take such actions as are necessary to discharge its administrative duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-facthereunder; PROVIDED, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other limited powers of attorney or other documents reasonably necessary or appropriate which the Trustee may legally execute to enable shall be prepared by the Master Servicer and submitted to carry out its servicing and administrative duties hereunderthe Trustee for execution. Neither The Trustee shall not be liable for the actions of the Master Servicer nor or any Sub-Servicers under such powers of its directorsattorney. Subject to Section 3.09 hereof, officersin accordance with the standards of the preceding paragraph, employees the Master Servicer shall advance or agents will cause to be under any liability advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the Trustunpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the TrusteeMaster Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause any REMIC hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer may, with the consent of the Certificate Insurer, any Certificateholderdelegate its responsibilities under this Agreement; PROVIDED, or the Transferor for the consequences of any delay resulting from having to obtain however, that no such documents from the Trustee, provided that delegation shall release the Master Servicer furnished such certificate to from the Trustee reasonably promptly after determining the necessity therefor in the particular instanceresponsibilities or liabilities arising under this Agreement.
(g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name of the Master Servicer as lienholder in Title Documents respecting any Financed Vehicle is maintained by the Master Servicer as agent for the Trust and that the Master Servicer has no equitable ownership in the Contracts, except as it may have by virtue of ownership of a Certificate or an equity interest in the Transferor or any Certificateholder. The Master Servicer acknowledges that it is holding the Contract Documents coming into its possession and any other property constituting a part of the Trust Estate held by it, in trust, for the benefit of the Certificateholders and the Certificate Insurer.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Backed Funding Corp)
Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Contracts Mortgage Loans on behalf of the Trust Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the Master Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Monthly Advances or Servicing Advances; or
(iv) the Master Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer it may waive, modify deem necessary or vary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contractdesirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of the Transferor a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer believes it appropriate in its best judgment judgment, to execute and deliver, on behalf of the TrustCertificateholders and the Trustee or any of them, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Contracts Mortgage Loans and with respect the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the Financed Vehicles; provided howeverownership of such properties, that notwithstanding the foregoingand to hold or cause to be held title to such properties, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale on behalf of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision.
(b) Trustee and Certificateholders. The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) Mortgage Loans in accordance with applicable state and a degree of care consistent with prudent industry standards federal law and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable shall provide to the ContractsMortgagors any reports required to be provided to them thereby. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer also comply in the performance of its obligations this Agreement with all reasonable rules and requirements of each insurer under this any standard hazard insurance policy. Subject to Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer3.17, the Trustee or shall execute, at the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders.
(c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer.
(d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty.
(e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees written request of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time furnish to time be updated by the Master Servicer as additional officers and employees of the Master Servicer become involved, any special or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts.
(f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other limited powers of attorney or and other documents reasonably necessary or appropriate which the Trustee may legally execute to enable the Master Servicer to carry out its servicing and administrative duties hereunder. Neither hereunder and the Master Servicer nor any of its directors, officers, employees or agents will Trustee shall not be under any liability to the Trust, the Trustee, the Certificate Insurer, any Certificateholder, or the Transferor liable for the consequences of any delay resulting from having to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance.
(g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name actions of the Master Servicer under such powers of attorney. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as lienholder necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in Title Documents respecting any Financed Vehicle is maintained the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer as agent in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the Trust and purpose of calculating the Stated Principal Balance of a Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer has no equitable ownership may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the Contractsjudgment of the Master Servicer, reasonably foreseeable) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except as it may have by virtue for reductions resulting from actual payments of ownership of a Certificate principal) or an equity interest in change the Transferor final maturity date on such Mortgage Loan or any Certificateholdermodification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer acknowledges may delegate its responsibilities under this Agreement; provided, however, that it is holding no such delegation shall release the Contract Documents coming into its possession and any other property constituting a part of Master Servicer from the Trust Estate held by it, in trust, for the benefit of the Certificateholders and the Certificate Insurerresponsibilities or liabilities arising under this Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Contracts Mortgage Loans on behalf of the Trust Trustee and in the best interests of and for the benefit of the Certificateholders and the Certificate Insurer (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Advances or Servicing Advances; or
(iv) the Master Servicer's, the Special Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or or through Subservicers Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer it may waive, modify deem necessary or vary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contractdesirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of the Transferor a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the TrustCertificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Contracts Mortgage Loans and with respect the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the Financed Vehicles; provided howeverownership of such properties, that notwithstanding the foregoingand to hold or cause to be held title to such properties, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale on behalf of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision.
(b) Trustee and Certificateholders. The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) Mortgage Loans in accordance with applicable state and a degree of care consistent with prudent industry standards federal law and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable shall provide to the ContractsMortgagors any reports required to be provided to them thereby. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer also comply in the performance of its obligations under this Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer, the Trustee or the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders.
(c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer.
(d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty.
(e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time to time be updated by the Master Servicer as additional officers and employees of the Master Servicer become involved, or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts.
(f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers with all reasonable rules and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion requirements of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other powers of attorney or other documents reasonably necessary or appropriate which the Trustee may legally execute to enable the Master Servicer to carry out its servicing and administrative duties hereunder. Neither the Master Servicer nor any of its directors, officers, employees or agents will be each insurer under any liability standard hazard insurance policy. Subject to the Trust, the Trustee, the Certificate Insurer, any Certificateholder, or the Transferor for the consequences of any delay resulting from having to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance.
(g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name of the Master Servicer as lienholder in Title Documents respecting any Financed Vehicle is maintained by the Master Servicer as agent for the Trust and that the Master Servicer has no equitable ownership in the Contracts, except as it may have by virtue of ownership of a Certificate or an equity interest in the Transferor or any Certificateholder. The Master Servicer acknowledges that it is holding the Contract Documents coming into its possession and any other property constituting a part of the Trust Estate held by it, in trust, for the benefit of the Certificateholders and the Certificate Insurer.Section
Appears in 1 contract
Sources: Pooling and Servicing Agreement (United Panam Financial Corp)
Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Contracts Mortgage Loans on behalf of the Trust Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the Master Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Monthly Advances or Servicing Advances; or
(iv) the Master Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things which it may deem necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, the Master Servicer it may waive, modify deem necessary or vary any term of any Contract or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in the Master Servicer's sole determination, which shall be conclusive and binding, such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders or the Certificate Insurer; provided however, that the Master Servicer may not permit any modification with respect to any Contract that would change its Contract Rate, defer the payment of any principal or interest (except to the extent permitted by Section 3.06(a)), reduce the outstanding principal balance (except for actual payments of principal), or extend (except to the extent permitted by Section 3.06(a)) the final maturity date on such Contractdesirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of the Transferor a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer believes it appropriate in its best judgment judgment, to execute and deliver, on behalf of the TrustCertificateholders and the Trustee or any of them, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, and all other comparable instruments, with respect to the Contracts Mortgage Loans and with respect the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the Financed Vehicles; provided howeverownership of such properties, that notwithstanding the foregoingand to hold or cause to be held title to such properties, the Master Servicer shall not, except pursuant to an order from a Court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Contract or waive the right to collect the unpaid balance of any Contract from the Obligor, except that the Master Servicer may forego collection efforts if the amount subject to collection is de minimis and if it would forego collection in accordance with its customary procedures. If any Contract contains a "due-on-sale" provision allowing the holder thereof to accelerate the Contract upon sale on behalf of the Financed Vehicle financed thereunder, the Master Servicer shall take reasonable steps under the circumstances to enforce such due on sale provision if a Financed Vehicle is sold as soon as practicable after determining that such Financed Vehicle has been sold; provided however, that the Master Servicer shall not be obligated to take any legal action to enforce such provision.
(b) Trustee and Certificateholders. The Master Servicer shall service and administer the Contracts by employing procedures (including collection procedures) Mortgage Loans in accordance with applicable state and a degree of care consistent with prudent industry standards federal law and as are customarily employed by servicers in servicing and administering motor vehicle retail installment sales contracts and notes comparable shall provide to the ContractsMortgagors any reports required to be provided to them thereby. The Master Servicer shall take all actions (other than those required to be taken by the Transferor pursuant to this Agreement) that are necessary or desirable to maintain continuous perfection and first priority of security interests granted by the obligors in the Financed Vehicles to NAFCO and to maintain continuous perfection of the security release created by each Contract in the related Finance Vehicle on behalf of the Trustee, including, but not limited to, using reasonable efforts to obtain execution by the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all Title Documents (it being understood that Title Documents have not been and need not be endorsed or delivered to the Trustee and do not and need not identify the Trustee as the secured party or lienholder with respect to the Contracts), security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interests granted by the Obligors under the respective Contracts on behalf of the Trustee; provided however, that the Master Servicer is not required to expend any of its own funds to remove any security interest, lien or other encumbrance on any Financed Vehicle. The Master Servicer shall not take any action to impair the Trust's rights in any Contract, except to the extent allowed pursuant to this Agreement or required by law. The Financed Vehicle securing each Contract shall not be released in whole or in part from the security interest granted by the Contract, except upon payment in full of the Contract or as otherwise contemplated herein. The Master Servicer shall not extend or otherwise amend the terms of any Contract, except in accordance with Section 3.01(a). Upon discovery by either the Master Servicer, a Responsible Officer of the Trustee or any Subservicer of a default by the Master Servicer also comply in the performance of its obligations this Agreement with all reasonable rules and requirements of each insurer under this any standard hazard insurance policy. Subject to Section 3.01(b) which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in the related Contract, the party discovering such breach shall give prompt written notice thereof to the other parties and the Certificate Insurer. If the Master Servicer does not correct or cure such default by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trustee was notified or the Master Servicer3.16, the Trustee or shall execute, at the Subservicer became aware, if earlier, of such default, then the Master Servicer shall promptly purchase such Contract from the Trust. Any such purchase by the Master Servicer shall be in exchange for the delivery by the Master Servicer to the Trust of the Retransfer Amount and shall be accomplished in the manner set forth in Section 2.02. Except as expressly provided in Section 6.03 and subject to Section 7.01, it is understood and agreed that the obligation of the Master Servicer to repurchase any Contract as to which such a default has occurred and is continuing as described above shall constitute the sole remedy respecting such default available to the Transferor, Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders.
(c) So long as a Certificate Insurer Default shall not have occurred and be continuing, upon the occurrence of an Insurance Agreement Event of Default pursuant to Section 5.01(b), (c), (d), (e) or (i) of the Insurance Agreement, the Certificate Insurer may instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent. If a Certificate Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Default, the Trustee and the Master Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Trustee, be necessary or prudent. NAFCO hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless a Certificate Insurer Default shall have occurred and be continuing) instruct the Trustee and the Master Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Contracts in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided however, that (unless a Certificate Insurer Default shall have occurred and be continuing) if the Certificate Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Master Servicer or the Trustee in connection with such action shall be reimbursed to the Master Servicer or the Trustee, as applicable, by the Certificate Insurer.
(d) The Master Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it by the Trustee pursuant to this Agreement, through Persons appointed by the Master Servicer. Such Persons may include affiliates of the Master Servicer and may include the Transferor and its affiliates. Notwithstanding any such delegation of a duty, the Master Servicer shall remain obligated and liable for the performance of such duty as if the Master Servicer were performing such duty.
(e) Upon the execution and delivery of this Agreement, the Master Servicer shall deliver to the Trustee and the Certificate Insurer a list of officers and employees written request of the Master Servicer, upon which the Trustee may conclusively rely, involved in, or responsible for, the administration and servicing of the Contracts, which list shall from time furnish to time be updated by the Master Servicer as additional officers and employees of the Master Servicer become involved, any special or responsible for, the administration and servicing of the Contracts or officers or employees of the Master Servicer previously identified on any such list become disassociated with the administration and servicing of the Contracts.
(f) The Master Servicer may take such actions as are necessary to discharge its duties as Master Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of the Trust such instruments and documents as may be customary, necessary or desirable in connection with the performance of the Master Servicer's duties under this Agreement (including consents, waivers and discharges relating to the Contracts and the Financed Vehicles and such instruments or documents as may be necessary to effect foreclosure or other conversion of the ownership of any Financed Vehicle). In furtherance thereof, the Trustee hereby irrevocably appoints the Master Servicer as its attorney-in-fact, such appointment being coupled with an interest, to execute on its behalf such documents or instruments as are necessary to effect the Repossession of Financed Vehicles, to deliver applicable Contract Documents, Title Documents and the Contract Files to the Transferor upon the transfer of a Contract to the Transferor under this Agreement and to deliver applicable Contract Documents, Title Documents and the Contract Files upon liquidation or final payment of a Contract. The Trustee, upon receipt of a certificate of a Servicing Official requesting the same be accepted by the Trustee and certifying as to the reasons such documents are required, shall furnish the Master Servicer with any other limited powers of attorney or and other documents reasonably necessary or appropriate which the Trustee may legally execute to enable the Master Servicer to carry out its servicing and administrative duties hereunder. Neither hereunder and the Master Servicer nor any of its directors, officers, employees or agents will Trustee shall not be under any liability to the Trust, the Trustee, the Certificate Insurer, any Certificateholder, or the Transferor liable for the consequences of any delay resulting from having to obtain such documents from the Trustee, provided that the Master Servicer furnished such certificate to the Trustee reasonably promptly after determining the necessity therefor in the particular instance.
(g) The Master Servicer warrants, represents and covenants to and with the Trustee that recordation of the name actions of the Master Servicer under such powers of attorney. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as lienholder necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in Title Documents respecting any Financed Vehicle is maintained the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer as agent in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the Trust and purpose of calculating the Stated Principal Balance of a Mortgage Loan or distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, the Master Servicer has no equitable ownership may not make any future advances with respect to a Mortgage Loan and the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the Contractsjudgment of the Master Servicer, reasonably foreseeable) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except as it may have by virtue for reductions resulting from actual payments of ownership of a Certificate principal) or an equity interest in change the Transferor final maturity date on such Mortgage Loan or any Certificateholdermodification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. The Master Servicer acknowledges may delegate its responsibilities under this Agreement; provided, however, that it is holding no such delegation shall release the Contract Documents coming into its possession and any other property constituting a part of Master Servicer from the Trust Estate held by it, in trust, for the benefit of the Certificateholders and the Certificate Insurerresponsibilities or liabilities arising under this Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)