Common use of Servicing Contracts Clause in Contracts

Servicing Contracts. (a) Each Servicing Contract entered into between the Master Servicer and a Direct Servicer will govern the Direct Servicer’s performance of the servicing duties described in Subsection 5.1(3). Wherever this Trust Agreement states that the Direct Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (c) of this Subsection 5.1(4); (iii) the Direct Servicer and any Subservicer that it engages will comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (iv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and (v) as compensation for its services to each applicable Trust, the Direct Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, and additional amounts permitted to be retained by the Direct Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Servicer in the related Servicing Contract. (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Servicer. (d) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Direct Primary Servicer will govern the Direct Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3)) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Direct Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (cb) of this Subsection 5.1(4);): (iiiiv) the Direct Primary Servicer and any Subservicer that it engages will comply comply, directly or through a Subservicer, with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (ivv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and; (vvi) as compensation for its services to each applicable Trust, the Direct Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, Spread and additional amounts permitted to be retained by the Direct Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Primary Servicer. (dc) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. (a) Each Servicing Contract entered into between the Master Servicer and a Direct Servicer will govern the Direct Servicer’s performance of the servicing duties described in Subsection 5.1(3). Wherever this Trust Agreement states that the Direct Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (cb) of this Subsection 5.1(4); (iiiiv) the Direct Servicer is prohibited from engaging in the solicitation of mortgage loan refinancing that is targeted solely at Borrowers of Mortgage Loans included in Pools or Other ▇▇▇▇▇▇ ▇▇▇ Trusts (but this will not prohibit general solicitations directed toward the public at large or borrowers generally and does not apply to loss mitigation measures attempted under Subsection 5.11(1)); (v) the Direct Servicer and any Subservicer that it engages will comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (ivvi) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and; (vvii) as compensation for its services to each applicable TrustTrust (or in the case of Designated Excess Spread, as otherwise provided pursuant to the related Servicing Contract), the Direct Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, and additional amounts permitted to be retained by the Direct Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Servicer in the related Servicing Contract; and (viii) the Direct Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Direct Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, LPMI Charges, Excess Spread, Designated Excess Spread prior to the effective date of any termination of the Direct Servicer that made the Designated Excess Spread designation, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Servicer. (dc) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. (a) Each Servicing Contract entered into between the Master Servicer and a Direct Primary Servicer will govern the Direct Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3)) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Direct Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (cb) of this Subsection 5.1(4);): (iiiiv) the Direct Primary Servicer and any Subservicer that it engages will comply comply, directly or through a Subservicer, with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (ivv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and; (vvi) as compensation for its services to each applicable Trust, the Direct Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, Spread and additional amounts permitted to be retained by the Direct Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Primary Servicer. (dc) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Direct Primary Servicer will govern the Direct Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3)) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Direct Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (cb) of this Subsection 5.1(4); (iiiiv) the Direct Primary Servicer and any Subservicer that it engages will comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (ivv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and; (vvi) as compensation for its services to each applicable TrustTrust (or in the case of Designated Excess Spread, as otherwise provided pursuant to the related Servicing Contract), the Direct Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, Spread and additional amounts permitted to be retained by the Direct Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, Designated Excess Spread prior to the effective date of any termination of the Primary Servicer that made the Designated Excess Spread designation, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Primary Servicer. (dc) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. (a) Each Servicing Contract entered into between the Master Servicer and a Direct Primary Servicer will govern the Direct Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3)) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Direct Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Direct Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Direct Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Direct Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Direct Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (cb) of this Subsection 5.1(4); (iiiiv) the Direct Primary Servicer and any Subservicer that it engages will comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (ivv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Direct Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); and; (vvi) as compensation for its services to each applicable TrustTrust (or in the case of Designated Excess Spread, as otherwise provided pursuant to the related Servicing Contract), the Direct Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread, Spread and additional amounts permitted to be retained by the Direct Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Direct Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, Designated Excess Spread prior to the effective date of any termination of the Primary Servicer that made the Designated Excess Spread designation, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Direct Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Direct Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Direct Primary Servicer. (dc) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.