Common use of Sub-Servicing Agreements Between Master Servicer and Sub-Servicers Clause in Contracts

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must have demonstrated proficiency in the servicing of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage Loans. The Master Servicer shall give notice to the Seller, the Transferor, the Trustee, ▇▇▇▇▇'▇, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent of ▇▇▇▇▇'▇, the Certificate Insurer and S&P. Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any document required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000__________, as determined in accordance with generally accepted accounting principles, and (iii) must have demonstrated proficiency in the servicing of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage Loans. The Master Servicer shall give notice to the Seller, the TransferorDepositor, the Trustee, ▇▇▇▇▇'▇____, S&P ____ and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent of ▇▇▇▇▇'▇____, the Certificate Insurer and S&P. ____. Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any document required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must have demonstrated proficiency in the servicing of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage Loans. The Master Servicer shall give notice to the Seller, the Transferor, the Trustee, ▇▇▇▇▇'▇, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent of ▇▇▇▇▇'▇, the Certificate Insurer and S&P. . Any such Sub-Servicing Agreement shall be 126 consistent with and not violate the provisions of this Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any document required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with Sub- Servicers for any the servicing and administration of the Mortgage Loans with Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any institution Rating Agency of the rating on any Class of Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer delivered to the Trustee (upon which the Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in compliance with the laws of each state necessary or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable it the Sub-Servicer to perform its obligations hereunder and under such the Sub- Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and which (i) has been designated an approved sellerwill be familiar with the terms thereof. The terms of any Sub-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity Servicing Agreement will not be inconsistent with any of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must have demonstrated proficiency in the servicing provisions of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage Loansthis Agreement. The Master Servicer shall give notice and the Sub-Servicers may enter into and make amendments to the Seller, the Transferor, the Trustee, ▇▇▇▇▇'▇, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent of ▇▇▇▇▇'▇, the Certificate Insurer and S&P. Any such Sub-Servicing Agreement Agreements or enter into different forms of Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement. For purposes , and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments. (b) As part of its servicing activities hereunder, the Master Servicer Servicer, for the benefit of the Trustee and the Certificateholders, shall be deemed to have received payments on or with respect to Mortgage Loans when any enforce the obligations of each Sub-Servicer has received such payments. For purposes under the related Sub-Servicing Agreement and of this the Originator and the Seller under the Mortgage Loan Purchase Agreement, including, without limitation, any obligation of a Sub-Servicer to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement, or any obligation of the Originator or the Seller to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. Enforcement of the Mortgage Loan Purchase Agreement against the Seller and the Originator shall be effected by the Master Servicer shall be deemed to have made a payment required to be made by the extent it hereunder when any Sub-Servicer has made such payment in is not the manner required Originator, the Seller or an Affiliate of the Master Servicer hereunder. For purposes Seller, and otherwise by the Trustee in accordance with the foregoing provisions of this Agreement, the Master Servicer shall be deemed to have delivered any document required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Groupparagraph.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The With the prior written consent of the Insurer, or if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent (such written consent not to be required with respect to the Sub-Servicing Agreement with LSI Financial Group), the Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of Mortgage Loans Receivables with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement and which (i) has been designated is an approved sellerEligible Sub-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must have demonstrated proficiency in the servicing of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage LoansServicer. The Master Servicer shall give notice to the SellerInsurer, the TransferorTrust Collateral Agent, the Owner Trustee, the Trustee, ▇▇▇▇▇'▇, ▇ and S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment Servicer and shall be effective unless furnish to the Trustee shall have received Insurer, the prior consent of Trustee, the Trust Collateral Agent and the Owner Trustee, ▇▇▇▇▇'▇▇ and S&P a copy of the Sub-Servicing Agreement. For purposes of this Agreement, the Certificate Insurer and S&P. Master Servicer shall be deemed to have received payments on Receivables when any Sub-Servicer has received such payments. Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. For purposes of this AgreementAny such Sub-Servicing Agreement may be terminated by the Insurer, or if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent and the Owner Trustee, provided that the Master Servicer shall be deemed to have received payments on or has been terminated hereunder. The parties hereto acknowledge that with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any document statements or certificates required to be delivered by it hereunder when any the Master Servicer in accordance with this Agreement, including but not limited to Sections 4.9, 4.10 and 4.11 hereof, that a statement or certificate delivered by the Sub-Servicer has delivered such document in the manner required of shall be sufficient to discharge the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial GroupServicer's obligation to deliver such Certificate or Statement.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. The Master Servicer may enter into Sub-Servicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principlesprinciples (except for LSI Financial Group), and (iii) must have demonstrated proficiency in the servicing of mortgage loans having similar characteristics (including credit characteristics) to the Mortgage Loans. The Master Servicer shall give notice to the Seller, the Transferor, the Trustee, ▇▇▇▇▇'▇, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent of ▇▇▇▇▇'▇, the Certificate Insurer and S&P. Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any document required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.