Common use of Use of Subservicers and Subcontractors Clause in Contracts

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 13 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He6), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He6), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.2, 13.3(c) and (e), 2(c)(iii)13.4, 2(c)(v), 2(d), 13.5 and 2(e) 13.7 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.3(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.4, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.5 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.5 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.5 and 13.7 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.5, in each case as and when required to be delivered.

Appears in 12 contracts

Sources: Flow Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-4f), Flow Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar1), Flow Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2006-9f)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.25. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 2(b6.04, 6.06, 9.01(f)(iii), 2(c)(iii9.01(f)(v), 2(c)(v), 2(d), 9.01(f)(vi) and 2(e9.01(g) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(f)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 11 contracts

Sources: Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar), Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar), Seller's Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.26. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.26. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.26 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii9.01(e)(v), 2(c)(v9.01(e)(vi), 2(d9.01(e)(vii), 9.01(e)(viii) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 10 contracts

Sources: Seller's Warranties and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3), Seller's Warranties and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A2), Seller's Warranties and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A3)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer servicers under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(c) and (e), 2(c)(iii)13.04, 2(c)(v), 2(d), 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 9 contracts

Sources: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2007-3f), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 8 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-4), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-3), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-5)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 11.19(c), 2(c)(iii(e), 2(c)(v(f), 2(d(g) and (h), 11.20 and 2(e) 12.01 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 11.19(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 11.20, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 11.20 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 11.20 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Servicer shall promptly upon request provide to the Company shall after engagement of such Subcontractor, promptly provide Purchaser a written description (in form and substance satisfactory to the Purchaser) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 11.20 and 12.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 11.20, in each case as and when required to be delivered.

Appears in 8 contracts

Sources: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Regulation AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementRegulation AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon written request provide to the Purchaser and any Master Servicer, or any Depositor (or any designee of the Depositor, such Subcontractoras an administrator) if a Master Servicer has not been identified for the related Securitization Transaction, promptly provide a written description (in form and substance reasonably satisfactory to such parties) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities, “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The . (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementRegulation AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 7 contracts

Sources: Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-3), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-4)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement (a) without the prior written consent of the Purchaser and (b) unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement (a) without the prior written consent of the Purchaser and (b) unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b3.02(b)(ii), 2(c)(iii3.02(b)(iv), 2(c)(v)4.04, 2(d)4.05, 6.04, 8.01(b) and 2(e) 10.08 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.02(b)(iii) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)4.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 4.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 4.05 as and when required to be delivered. (ii) It The Seller shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser and any Depositor (or any designee of the Purchaser Depositor, such as a master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 4.05, 6.04 and 8.01(b) of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)4.05, in each case as and when required to be delivered. The Seller acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Seller shall (A) respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 4.05. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans immediately upon receipt by a subservicer of such payments. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Seller and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Seller shall remain obligated and primarily liable to the Purchaser for servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller and the Purchaser shall have no obligations, duties or liabilities with respect to any subservicer including no obligation, duty or liability of the Purchaser to pay any subservicer’s fees and expenses. The Seller shall be entitled to enter into any agreement with each subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Appears in 7 contracts

Sources: Flow Interim Servicing Agreement (Greenpoint Mortgage Funding Trust 2007-Ar2), Flow Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp3), Flow Interim Servicing Agreement (Lehman XS Trust Series 2007-15n)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii9.01(e)(v), 2(c)(v9.01(e)(vi), 2(d9.01(e)(vii), 9.01(e)(viii) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 7 contracts

Sources: Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2006-G Trust), Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2006-H Trust), Master Seller's Warranties and Servicing Agreement (Banc of America Funding Corp)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Company in good faith, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 6 contracts

Sources: Regulation Ab Compliance Addendum (Banc of America Funding 2006-2 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-3 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-4 Trust)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii9.01(e)(v), 2(c)(v), 2(d), 9.01(e)(vi) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 6 contracts

Sources: Master Seller's Warranties and Servicing Agreement (Banc of America Funding Corp), Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2006-2 Trust), Master Seller's Warranties and Servicing Agreement (Banc of America Funding Corp)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(c), 2(c)(iii(e) and (f), 2(c)(v)13.04, 2(d), 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered. The Servicer shall not make any amendment to any agreement with a Subservicer or Subcontractor if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.

Appears in 5 contracts

Sources: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-3), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Regulation Ab Compliance Addendum (Banc of America Funding 2006-2 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-4 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-3 Trust)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this the Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this the Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Depositor or any Depositor Master Servicer to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c) and (e), 2(c)(iii(f) and (g), 2(c)(v)2.04, 2(d), 2.05 and 2(e) 2.07 of this Agreement Addendum to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementAddendum. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation and other certification required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Depositor or any Depositor Master Servicer to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Owner, any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as a Master Servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementAddendum to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-1), Loan Servicing Agreement (Sequoia Mortgage Trust 2007-3), Loan Servicing Agreement (Sequoia Mortgage Trust 2007-4)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement Securitization Transaction unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement Securitization Transaction unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b11.02, 11.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)11.04, 11.05 and 2(e) 11.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv11.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)11.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 11.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 11.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Civ) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Biii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 11.05 and 11.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)11.05, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Reconstituted Servicing Agreement (HarborView 2007-3), Servicing Agreement (HarborView 2007-4), Reconstituted Servicing Agreement (HarborView 2007-7)

Use of Subservicers and Subcontractors. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), 3.16 and 2(e) 3.17 of this Agreement , and to provide the information required with respect to same extent as if such Subservicer under Section 2(c)(iv) of this Agreementwere the Depositor. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d3.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 3.17 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e3.16(b) as and when required to be delivered. (iic) It The Servicer shall not be necessary for promptly upon request provide to the Company to seek the consent Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 3.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)3.17, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar5), Pooling and Servicing Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Pooling and Servicing Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any master servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 13.02, 13.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 13.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any master servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such master servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 13.05, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 11.19(c), 2(c)(iii(e), 2(c)(v(f), 2(d(g) and (h), 11.20 and 2(e) 12.01 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 11.19(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 11.20, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 11.20 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 11.20 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Servicer shall promptly upon request provide to the Company shall after engagement of such Subcontractor, promptly provide Purchaser a written description (in form and substance satisfactory to the Purchaser) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 11.20 and 12.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 11.20, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 7.02, 7.03(c) and (e), 2(c)(iii)7.04, 2(c)(v), 2(d), 7.05 and 2(e) 7.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 7.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 7.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 7.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 7.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Seller shall promptly upon request provide to the Company shall after engagement of such Subcontractor, promptly provide Purchaser a written description (in form and substance satisfactory to the Purchaser) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 7.05 and 7.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 7.05, in each case as and when required to be delivered.

Appears in 5 contracts

Sources: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser’s Securitization Transaction, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser’s Securitization Transaction, the Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-2), Servicing Agreement (CSMC Mortgage-Backed Trust Series 2006-5), Master Mortgage Loan Purchase and Servicing Agreement (CSAB Mortgage-Backed Trust 2007-1)

Use of Subservicers and Subcontractors. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), 3.16 and 2(e) of this Agreement , and 3.17 to provide the information required with respect to same extent as if such Subservicer under Section 2(c)(iv) of this Agreementwere the Depositor. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d3.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 3.17 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e3.16(b) as and when required to be delivered. (iic) It The Servicer shall not be necessary for promptly upon request provide to the Company to seek the consent Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this AgreementSections 3.01 to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)3.17, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii2(c)(ii), 2(c)(v2(c)(iv), 2(d), 2(e) and 2(e2(g) of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2(c)(iii) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section Sections 2(e) and 2(g) of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp2), Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp1), Interim Servicing Agreement (Lehman XS Trust Series 2006-4n)

Use of Subservicers and Subcontractors. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Interim Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Interim Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Interim Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Interim Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Interim Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Interim Servicer shall cause any Subservicer used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b12.02, 12.03(c) and (e), 2(c)(iii)12.04, 2(c)(v), 2(d), 12.05 and 2(e) 12.07 of this Agreement to the same extent as if such Subservicer were the Interim Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv12.03(d) of this Agreement. The Company Interim Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)12.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 12.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 12.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Interim Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Interim Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Interim Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Interim Servicer shall cause any such Participating Entity Subcontractor used by the Company Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 12.05 and 12.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Interim Servicer. The Company Interim Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)12.05, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Trust Agreement (New Century Alternative Mortgage Loan Trust 2006-Alt2), Pooling and Servicing Agreement (GSAMP Trust 2006-He3)

Use of Subservicers and Subcontractors. The Company Purchaser shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Purchaser as servicer under this Agreement or any related Reconstitution Agreement unless the Company Purchaser complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Purchaser shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Purchaser as servicer under this Agreement or any related Reconstitution Agreement unless the Company Purchaser complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Purchaser to seek the consent of the Purchaser Seller, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Purchaser shall cause any Subservicer used by the Company Purchaser (or by any Subservicer) for the benefit of the Purchaser Seller and any Depositor to comply with the provisions of this Section and with Sections 2(b12.02, 12.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)12.04, 12.05 and 2(e) 12.07 of this Agreement to the same extent as if such Subservicer were the Purchaser, and to provide the information required with respect to such Subservicer under Section 2(c)(iv12.03(d) of this Agreement. The Company Purchaser shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Seller and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)12.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 12.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 12.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Purchaser to seek the consent of the Purchaser Seller, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Purchaser shall promptly upon request provide to the Seller, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Seller, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Purchaser or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (c) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Purchaser shall cause any such Participating Entity Subcontractor used by the Company Purchaser (or by any Subservicer) for the benefit of the Purchaser Seller and any Depositor to comply with the provisions of Section 2(e) Sections 12.05 and 12.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Purchaser. The Company Purchaser shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Seller and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)12.05, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2), Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), ) and 2(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request by the Purchaser and any Depositor provide to such Purchaser or Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph; provided that such request shall be made for the purpose of satisfying the Depositor’s reporting obligation under the Securities Act and the Exchange Act with respect to such information. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section Sections 2(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Sasco 2006-Bc3), Servicing Agreement (Sail 2006-3), Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Sasco 2006-Bc4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), ) and 2(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Flow Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-2), Flow Seller's Warranties and Servicing Agreement (Lehman Xs Trust Series 2006-2n), Flow Seller's Warranties and Servicing Agreement (Lehman XS Trust Series 2006-10n)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2006-6), Regulation Ab Compliance Addendum (Banc of America Funding 2007-3 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2007-4 Trust)

Use of Subservicers and Subcontractors. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), 3.16 and 2(e) 3.17 of this Agreement , and to provide the information required with respect to same extent as if such Subservicer under Section 2(c)(iv) of this Agreementwere the Depositor. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d3.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 3.17 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e3.16(b) as and when required to be delivered. (iic) It The Servicer shall not be necessary for promptly upon request provide to the Company to seek the consent Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 3.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)3.17, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (GreenPoint MFT 2006-Ar2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(c)(vi), 2(c)(vii), 2(d), and 2(e) of this Agreement Amendment Reg AB, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this AgreementAmendment Reg AB. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, any Master Servicer, or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Owner of the parties involved in the Owner’s Securitization Transaction, the Company shall after engagement promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser Owner, the Master Servicer and any the Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2007-He1), Assignment, Assumption and Recognition Agreement (HASCO Trust 2007-He2), Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2007-Nc1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii9.01(e)(v), 2(c)(v), 2(d), 9.01(e)(vi) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Master Seller’s Warranties and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-1), Master Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-3f), Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 7.02, 7.03(c) and (e), 2(c)(iii)7.04, 2(c)(v), 2(d), 7.05 and 2(e) 7.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 7.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 7.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 7.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 7.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Seller shall promptly upon request provide to the Company shall after engagement of such Subcontractor, promptly provide Purchaser a written description (in form and substance satisfactory to the Purchaser) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 7.05 and 7.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 7.05, in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b4.01(B), 2(c)(iii8.01(e)(iii), 2(c)(v8.01(e)(v), 2(d)7.05, 7.07, 8.04(b) and 2(e) 11.01 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv8.01(e)(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)7.05, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 7.07 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 7.07 as and when required to be delivered. (ii) It The Seller shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser and any Depositor (or any designee of the Purchaser Depositor, such as a master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 7.07, 8.04(b) and 11.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)7.07, in each case as and when required to be delivered. The Seller acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Seller shall (A) respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 7.07. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans immediately upon receipt by a subservicer of such payments. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Seller and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Seller shall remain obligated and primarily liable to the Purchaser for servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller and the Purchaser shall have no obligations, duties or liabilities with respect to any subservicer including no obligation, duty or liability of the Purchaser to pay any subservicer’s fees and expenses. The Seller shall be entitled to enter into any agreement with each subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Appears in 4 contracts

Sources: Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-5), Servicing Agreement (Lehman Mortgage Trust 2007-10), Servicing Agreement (LXS 2007-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), ) and 2(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph; provided that such request shall be made for the purpose of satisfying the Depositor’s reporting obligation under the Securities Act and the Exchange Act with respect to such information. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e), in each case as and when required to be delivered.

Appears in 4 contracts

Sources: Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2007-2n), Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2007-2n), Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2006-12n)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Purchaser, any Master Servicer and any Depositor to the same extent as if such Subservicer were the Company to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii2(b),2(c)(iv), 2(c)(v), and 2(d) and, if required by Regulation AB, as reasonably determined by the Purchaser or the Depositor, Sections 2(c)(iii), 2(c)(vi), 2(c)(vii), and 2(e) of this Agreement , and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this AgreementAmendment Reg AB. The Company shall be responsible for (A) obtaining from each Subservicer and delivering to the Purchaser Purchaser, any Master Servicer and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered (B) obtaining from each Subservicer and delivering to the Person that will be responsible for signing the Sarbanes Certification any certification required to be delivered to such Person under Section 2(e) ), in each case as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABAfter reasonable notice from the Purchaser of the parties involved in the Purchaser’s Securitization Transaction, the Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) if required by Regulation AB, as reasonably determined by the Purchaser or the Depositor, which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Mortgage Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1), Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Company Owner or the parties involved in the Owner’s Securitization Transaction, the Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor depositor to comply with the provisions of this Section and with Sections 2(b10.09, 5.02(b) and (d), 2(c)(iii)4.04, 2(c)(v), 2(d), 4.10 and 2(e) 4.06 of this Agreement Agreement, and to provide the information required with respect to such Subservicer under Section 2(c)(iv5.02(c) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)4.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 4.10 and Section 4.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 4.06 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Company Owner or the parties involved in the Owner’s Securitization Transaction, the Servicer shall after engagement promptly upon request provide to the Owner and any depositor (or any designee of the depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (Bii) of this paragraph. The Company Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor depositor to comply with the provisions of Section 2(e) Sections 4.10 and 4.06 of this Agreement. The Company Servicer shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e)Sections 4.10 and 4.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab3), Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Oa1)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 12A.02, 12A.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)12A.04, 12A.05 and 2(e) 12A.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 12A.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 12A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 12A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 12A.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 12A.05 and 12A.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 12A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f)Section 4.30. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f)Section 4.30. (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.30 and with Sections 2(b6.04, 6.06, 9.01(d)(iii). 9.01(d)(v). 9.01(d)(vi), 2(c)(iii9.01(d)(vii), 2(c)(v), 2(d), 9.01(d)(viii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)6.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Seller's Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-3), Seller's Warranties and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2), Seller's Warranties and Servicing Agreement (MASTR Alternative Loan Trust 2007-1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(iv) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (ii) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Reconstituted Servicing Agreement (Harborview 2006-7), Reconstituted Servicing Agreement (HarborView 2007-2), Reconstituted Servicing Agreement (HarborView 2007-5)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v9.01(d)(vii), 2(d), 9.01(d)(viii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Seller’s Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-2), Seller's Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-3), Seller's Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii9.01(e)(v), 2(c)(v9.01(e)(vi), 2(d9.01(e)(vii), 9.01(e)(viii) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Master Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-3f), Master Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar2), Master Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2007-1f)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this the Servicing Agreement or any related Reconstitution Agreement this Assignment unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this the Servicing Agreement or any related Reconstitution Agreement this Assignment unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of any Master Servicer or the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any the Depositor to comply with the provisions of this Section and with Sections 2(b)7A.03, 2(c)(iii)7A.04, 2(c)(v), 2(d), 7A.05 and 2(e) 7A.07 of this the Servicing Agreement , to the same extent as if such Subservicer were the Servicer and to provide the information required with respect to such Subservicer under Section 2(c)(iv) 7A.03 of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)7A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 7A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 7A.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of any Master Servicer or the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to any Master Servicer and the Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 7A.05 and 7A.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)7A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-F1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f)Section 4.26. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f)Section 4.26. (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.26 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii), 2(c)(v), 2(d), 9.01(e)(v) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Aa) the identity of each such Subcontractor, (Bb) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Cc) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bb) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Seller's Warranties and Servicing Agreement (MASTR Asset Securitization Trust 2006-2), Seller's Warranties and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Ab1), Seller's Warranties and Servicing Agreement (MASTR Alternative Loan Trust 2006-1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b11.02, 11.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)11.04, 11.05 and 2(e) 11.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv11.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)11.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 11.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 11.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Civ) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Biii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 11.05 and 11.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)11.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Servicing Agreement (HarborView 2007-6), Reconstituted Servicing Agreement (HarborView 2006-14), Reconstituted Servicing Agreement (HarborView 2006-10)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer "participating in the Servicing function" within the meaning of Item 1122 of Regulation AB, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any SubcontractorSubcontractor "participating in the Servicing function" within the meaning of Item 1122 of Regulation AB, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, such Subcontractor to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, to the extent required under Regulation AB, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04 and Regulation AB, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and Regulation AB and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivereddelivered under Regulation AB. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by under Regulation AB, the Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the applicable provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)2.05, in each case as and when required to be delivereddelivered under Regulation AB.

Appears in 3 contracts

Sources: Regulation Ab Compliance Addendum (Banc of America Funding Corp), Reconstitution Agreement (HarborView 2007-7), Sale and Servicing Agreement (Luminent Mortgage Trust 2006-6)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.25. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 2(b6.04, 6.06, 9.01(e)(iii), 2(c)(iii), 2(c)(v), 2(d), 9.01(e)(v) and 2(e9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(f) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Master Seller's Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2), Master Seller's Warranties and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He3)

Use of Subservicers and Subcontractors. The Company Countrywide shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Countrywide as servicer under this Agreement or any related Reconstitution the Pooling and Servicing Agreement unless the Company Countrywide complies with the provisions of paragraph (i) of this Subsection (f). The Company Countrywide shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Countrywide as servicer under this Agreement or any related Reconstitution the Pooling and Servicing Agreement unless the Company Countrywide complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company Countrywide to seek the consent of the Purchaser Master Servicer or any the Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company Countrywide shall cause any Subservicer used by the Company Countrywide (or by any Subservicer) for the benefit of the Purchaser Master Servicer and any the Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement Addendum, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this AgreementAddendum. The Company Countrywide shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Master Servicer and any the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company Countrywide to seek the consent of the Purchaser Master Servicer or any the Depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Company Master Servicer or the Depositor of the parties involved in the Securitization Transaction, Countrywide shall after engagement of such Subcontractor, promptly upon request provide to the Master Servicer and the Depositor a written description of the role and function of each Subcontractor utilized by the Company Countrywide or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company Countrywide shall cause any such Participating Entity used by the Company Countrywide (or by any Subservicer) for the benefit of the Purchaser Master Servicer and any the Depositor to comply with the provisions of Section 2(e) of this AgreementAddendum. The Company Countrywide shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser Master Servicer and any the Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc4), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The As a condition to the utilization of any Participating Entity, the Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this AgreementAgreement to the same extent as if such Participating Entity were the Company. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Servicing Agreement (Zuni 2006-Oa1), Reconstituted Servicing Agreement (Luminent 2006-5), Master Mortgage Loan Purchase and Servicing Agreement (HarborView 2006-12)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b1.02, 1.03(c) and (e), 2(c)(iii)1.04, 2(c)(v), 2(d), 1.05 and 2(e) 1.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv1.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)1.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 1.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 1.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 1.05 and 1.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)1.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Mortgage Loan Purchase and Servicing Agreement (Citicorp Mortgage Securities Trust, Series 2007-6), Mortgage Loan Purchase and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A7), Mortgage Loan Purchase and Servicing Agreement (Citicorp Mortgage Securities Inc)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section 8.8. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section 8.8. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section 8.8(a) and with Sections 2(b8.4, 8.5(b) and (d), 2(c)(iii)8.6, 2(c)(v), 2(d), 8.7 and 2(e) 8.9 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv8.5(c) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)8.6, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 8.7 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 8.7 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Servicer shall promptly upon request provide to the Company shall after engagement Owner and any Depositor (or any designee of such SubcontractorDepositor, promptly provide such as a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 8.7 and 8.9 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)8.7, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Servicing Agreement (GSR Mortgage Loan Trust 2007-3f), Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Servicing Agreement (GSR Mortgage Loan Trust 2006-9f)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f)Section 13.06. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) below of this Subsection (f)Section 13.06. (i) It shall not be necessary for the Company to seek the consent of the Purchaser Initial Owner or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Initial Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(iii) and (v), 2(c)(iii)13.04, 2(c)(v), 2(d), 13.05 and 2(e) of this Agreement 13.07 to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Initial Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Initial Owner or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Initial Owner and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Initial Owner and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Aa) the identity of each such Subcontractor, (Bb) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Cc) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bb) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser Initial Owner and any Depositor to comply with the provisions of Section 2(e) of this Agreement13.05 and 13.07 to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Initial Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2007-4f), Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-2f), Flow Sale and Servicing Agreement (GSR 2006-4f)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b11.02, 11.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)11.04, 11.05 and 2(e) 11.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv11.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)11.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 11.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 11.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 11.05 and 11.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)11.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Reconstitution Agreement (HarborView 2007-7), Reconstitution Agreement (HarborView 2007-2), Servicing Agreement (Harborview 2006-Bu1)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Subsection. (i) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 32.02, 32.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)32.04, 32.05 and 2(e) 32.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 32.03(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 32.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 32.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 32.05 as and when required to be delivered. (ii) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 32.05 and 32.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 32.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2, 3(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)4, 5, and 2(e) 07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)4, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 5 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 5 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 5 and 7 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)5, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-Cl1), Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2007-3)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 12A.02, 12A.03(c), 2(c)(iii(e) and (f), 2(c)(v), 2(d)12A.04, and 2(e) 12A.05 of this Agreement Agreement, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 12A.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 12A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 12A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 12A.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company Seller shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are a Participating Entities, Entities and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (Bii) of this paragraph. . (c) The Company Seller shall cause any such Participating Entity used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 12A.05 of this Agreement. The Company Seller shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such such, Participating Entity under Section 2(e)Subsection 12A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5)

Use of Subservicers and Subcontractors. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor Owner to the utilization of any Subservicersubservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b3.01(m), 2(c)(iii)4.14, 2(c)(v)6.04, 2(d), 6.09 and 2(e) 10.02 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.02(b) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d6.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 6.09 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e6.04(b) as and when required to be delivered. (iic) It The Servicer shall not be necessary for promptly upon request provide to the Company to seek the consent Owner, any Master Servicer and any Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Owner, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 6.09 and 10.02 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and the other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)6.09, in each case as and when required to be delivered. 18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.17: For purposes of this Agreement, and with respect to any Mortgage Loan in a Pass-Through Transfer, the related Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement, with respect to such Mortgage Loans. 19. The Agreement is hereby amended effective as of the date hereof by deleting Exhibit E in its entirety and replacing it with the following:

Appears in 3 contracts

Sources: Servicing Agreement (SACO I Trust 2006-6), Servicing Agreement (SACO I Trust 2006-7), Servicing Agreement (SACO I Trust 2006-8)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v), 2(d), 9.01(d)(vi) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 3 contracts

Sources: Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-4), Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-6), Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-5)

Use of Subservicers and Subcontractors. (a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b3.01(p), 2(c)(iii3.01(s), 2(c)(v)6.04, 2(d), 6.07 and 2(e) 11.18 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Purchaser, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d6.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 6.07 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e6.04(b) as and when required to be delivered. (iic) It The Company shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser, any Master Servicer and any Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The . (d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 6.07 and 11.18 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and the other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)6.07, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(c) and (e), 2(c)(iii(f), 2(c)(v(g), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Seller’s Warranties and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10), Master Seller’s Warranties and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar5)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.25. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v), 2(d), 9.01(d)(vi) and 2(e9.01(e) of this Agreement to <PAGE> the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Servicing Agreement, Servicing Agreement

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 7A.02, 7A.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)7A.04, 7A.05 and 2(e) 7A.07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 7A.03(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 7A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 7A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 7A.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 7A.05 and 7A.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)Subsection 7A.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Seller's Warranties and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3), Master Seller's Warranties and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer Subservicer, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any SubcontractorSubcontractor “participating in the Servicing function” within the meaning of Item 1122 of Regulation AB, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, such Subcontractor to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Initial Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Initial Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Initial Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and Regulation AB and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivereddelivered under Regulation AB. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Initial Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Initial Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance reasonably satisfactory to the Initial Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser Initial Owner and any Depositor to comply with the applicable provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Initial Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Lehman XS Trust Series 2007-15n), Sale and Servicing Agreement (Lehman XS Trust Series 2007-2n)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Subsection. (i) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 32.02, 32.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)32.04, 32.05 and 2(e) 32.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 32.03(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 32.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 32.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 32.05 as and when required to be delivered. (ii) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Reconstitution Agreement (Dsla 2006-Ar2), Reconstitution Agreement (HarborView 2006-13)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(c)(vi), 2(c)(vii), 2(d), and 2(e) of this Agreement Amendment Reg AB, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this AgreementAmendment Reg AB. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer, or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser’s Securitization Transaction, the Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser Purchaser, the Master Servicer and any the Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2006-He1), Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2006-He2)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b17.02, 17.03(c) and (e), 2(c)(iii)17.04, 2(c)(v), 2(d), 17.05 and 2(e) 17.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv17.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 2(d)17.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 17.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 17.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 17.05 and 17.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)17.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7)

Use of Subservicers and Subcontractors. The Company GreenPoint shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company GreenPoint as servicer under this Agreement or any related Reconstitution Agreement unless the Company GreenPoint complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company GreenPoint shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company GreenPoint as servicer under this Agreement or any related Reconstitution Agreement unless the Company GreenPoint complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company GreenPoint to seek the consent of the Purchaser Company, the Trust or any Depositor the Servicer to the utilization of any Subservicer. If required by Regulation AB, the Company GreenPoint shall cause any Subservicer used by the Company GreenPoint (or by any Subservicer) for with respect to the benefit of the Purchaser and any Depositor GreenPoint Loans to comply with the provisions of this Section and with Sections 2(b8.3, 8.4(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)8.5, 8.6 and 2(e) of this Agreement 8.8 to the same extent as if such Subservicer were GreenPoint, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement8.4(iv). The Company GreenPoint shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Company, the Trust and any Depositor the Servicer any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)8.5, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 8.6 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 8.6 as and when required to be delivered. (ii) It shall not be necessary for the Company GreenPoint to seek the consent of the Purchaser Company, the Trust or any Depositor the Servicer to the utilization of any Subcontractor. If required by Regulation ABGreenPoint shall promptly upon request provide to the Company, the Company shall after engagement of Trust and the Servicer (or any designee thereof, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Company, the Trust and the Servicer) of the role and function of each Subcontractor utilized by the Company GreenPoint or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, GreenPoint shall cause any such Participating Entity Subcontractor used by the Company GreenPoint (or by any Subservicer) for the benefit of the Purchaser Company, the Trust and any Depositor the Servicer to comply with the provisions of Section 2(e) of this AgreementSections 8.6 and 8.8 to the same extent as if such Subcontractor were GreenPoint. The Company GreenPoint shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Company, the Trust and any Depositor the Servicer any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)8.6, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-3), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-2)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (ii) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2), Master Mortgage Loan Purchase and Interim Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.25. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v9.01(d)(vi), 2(d), 9.01(d)(vii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Trust Agreement (BCAP LLC Trust 2007-Aa4), Trust Agreement (BCAPB LLC Trust 2007-Ab1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Regulation AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementRegulation AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon written request provide to the Owner and any Master Servicer, or any Depositor (or any designee of the Depositor, such Subcontractoras an administrator) if a Master Servicer has not been identified for the related Securitization Transaction, promptly provide a written description (in form and substance reasonably satisfactory to such parties) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities, “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The . (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementRegulation AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-1), Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2011-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Regulation Ab Compliance Addendum (Banc of America Funding 2006-I Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-8t2 Trust)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered.. For the purposes of clarification, the covenants of this clause (i) are applicable only with respect to those Mortgage Loans being securitized in a Securitization Transaction pursuant to which the Company has entered into a Reconstitution Agreement.. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subservicer and Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered. For the purposes of clarification, the covenants of this clause (b) are applicable only with respect to those Mortgage Loans being securitized in a Securitization Transaction pursuant to which the Company has entered into a Reconstitution Agreement.

Appears in 2 contracts

Sources: Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar), Assignment, Assumption and Recognition Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 34.02, 34.03(c) and (e), 2(c)(iii)34.04, 2(c)(v), 2(d), 34.05 and 2(e) 34.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 34.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 34.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 34.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 34.05 and 34.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-6), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-16)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.24. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.24. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.24 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v9.01(d)(vii), 2(d), 9.01(d)(viii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Seller's Warranties and Servicing Agreement (RBSGC Mortgage Loan Trust 2007-B), Seller's Warranties and Servicing Agreement (RBSGC 2007-A)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related the Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related the Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 33.02, 33.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)33.04, 33.05, 33.06 and 2(e) 33.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 33.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsections 33.04 and 33.06, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsections 33.05 and 33.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 33.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsection 33.07 of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering Agreement to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by same extent as if such Participating Entity under Section 2(e), in each case as and when required to be deliveredSubcontractor were the Seller.

Appears in 2 contracts

Sources: Mortgage Loan Purchase and Servicing Agreement, Mortgage Loan Purchase and Servicing Agreement (Five Oaks Investment Corp.)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 11.19(c), 2(c)(iii(e), 2(c)(v(g) and (h), 2(d), 11.20 and 2(e) 12.01 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 11.19(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 11.20, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 11.20 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 11.20 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, The Servicer shall promptly upon request provide to the Company shall after engagement of such Subcontractor, promptly provide Purchaser a written description (in form and substance satisfactory to the Purchaser) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Sevicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 11.20 and 12.01 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 11.20, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Seller’s Purchase, Warranties and Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1), Seller’s Purchase, Warranties and Servicing Agreement (CSMC Trust 2007-4)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company shall not Seller may hire or otherwise utilize the services of any Subcontractor, and shall not may permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless only so long as the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b6(r), 2(c)(iii29(a)(iv)(3), 2(c)(v29(a)(iv)(5), 2(d5(f), 5(g) and 2(e9(b) of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv29(a)(iv)(4) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d5(f), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e5(g) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e5(g) as and when required to be delivered. (ii) It The Seller shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser and any Depositor (or any designee of the Purchaser Depositor, such as a master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB (without regard to any percentage thresholds identified in the instructions thereto), the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 5(g) and 9(b) of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e5(g), in each case as and when required to be delivered. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans immediately upon receipt by a Subservicer of such payments. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Seller and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Seller shall remain obligated and primarily liable to the Purchaser for servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller and the Purchaser shall have no obligations, duties or liabilities with respect to any subservicer including no obligation, duty or liability of the Purchaser to pay any subservicer’s fees and expenses. The Seller shall be entitled to enter into any agreement with each Subservicer for indemnification of the Seller by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (Lehman XS Trust Series 2007-15n), Mortgage Loan Purchase Agreement (Lehman XS Trust Series 2007-7n)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)2.04, 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03(d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon written request provide to the Purchaser and any Master Servicer, or any Depositor (or any designee of the Depositor, such Subcontractoras an administrator) if a Master Servicer has not been identified for the related Securitization Transaction, promptly provide a written description (in form and substance reasonably satisfactory to such parties) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities, “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The . (c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2007-1), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2007-4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.2, 13.3(c) and (e), 2(c)(iii)13.4, 2(c)(v), 2(d), 13.5 and 2(e) 13.7 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.3(d) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.4, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.5 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.5 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.5 and 13.7 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any 72 Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.5, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-3), Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f) and of Section 2(c)(iv). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f) and of Section 2(c)(iv). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement, Master Mortgage Loan Purchase and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-Ar1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any "participating in the Servicing function" within the meaning of the obligations Item 1122 of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any SubcontractorRegulation AB, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iia) of this Subsection Section. The Company shall not hire or otherwise utilize the services of any Subcontractor "participating in the Servicing function" within the meaning of Item 1122 of Regulation AB, and shall not permit any Subservicer to hire or otherwise utilize the services of any such Subcontractor to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (f)b) of this Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b5.02, 5.03( c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)5.04, 5.05 and 2(e) 5.07 of this Agreement Article V to the same extent as if such Subservicer were the Company, to the extent required under Regulation AB, and to provide the information required with respect to such Subservicer under Section 2(c)(iv5.03(d) of this Agreement. Article V. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)5.04 and Regulation AB, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 5.05 and Regulation AB and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 5.05 as and when required to be delivereddelivered under Regulation AB. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by under Regulation AB, the Company shall after engagement promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance reasonably satisfactory to the Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the applicable provisions of Section 2(e) Sections 5.05 and 5.07 of this Agreement. Article V. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)5.05, in each case as and when required to be delivereddelivered under this Agreement.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar3), Sale and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)

Use of Subservicers and Subcontractors. (a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b3.01(p), 2(c)(iii3.01(s), 2(c)(v)6.04, 2(d), 6.07 and 2(e) 11.18 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Purchaser, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d6.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 6.07 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e6.04(b) as and when required to be delivereddelivered under this Agreement. (iic) It The Company shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser, any Master Servicer and any Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 6.07 and 11.18 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and the other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)6.07, in each case as and when required to be delivered. 24. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.20:

Appears in 2 contracts

Sources: Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer Servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)33.07. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer Servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)33.07. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and Subsection 33.07, with Sections 2(bSubsections 33.02, 33.04(a), 2(c)(iii(c), 2(c)(v(d) and (e), 2(d)33.05, 33.06 and 2(e33.08(b) and (c) of this Agreement and with Sections 11.29, 11.30, 11.31, 11.32 of the Servicing Addendum, to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 33.04(b) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 33.05, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 33.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 33.06 as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2006-2), Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2006-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in a Securitization Transaction that are material to the Company's performance hereunder, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b8.14(b), 2(c)(iii8.14(c)(iii), 2(c)(v8.14(c)(v), 2(d), 8.14(d) and 2(e8.14(e) of this Agreement Agreement, and to provide the information required with respect to such Subservicer under Section 2(c)(iv8.14(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d8.14(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e8.14(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e8.14(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABAfter reasonable notice from the Purchaser of the parties involved in a Securitization Transaction that are material to the Company's performance hereunder, the Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in substance reasonably satisfactory to the Purchaser, such Depositor and such Master Servicer determined in consultation with the Company) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e8.14(e) of this AgreementAgreement to the same extent as if such Participating Entity were the Company. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e8.14(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Mortgage Loan Purchase and Servicing Agreement (Banc of America Funding Corp), Master Mortgage Loan Purchase and Servicing Agreement (Banc of America Funding 2006-D Trust)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 4.29. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.29 and with Sections 2(b6.04, 6.06, 9.01(d)(iii), 2(c)(iii9.01(d)(v), 2(c)(v9.01(d)(vii), 2(d), 9.01(d)(viii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Seller's Warranties and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2006-Wf1), Seller's Warranties and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(bSubsections 34.02, 34.03(c) and (e), 2(c)(iii)34.04, 2(c)(v), 2(d), 34.05 and 2(e) 34.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 34.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 34.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 34.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 34.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 34.05 and 34.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Trust Agreement (GSAA Home Equity Trust 2007-8), Mortgage Loan Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-Oa1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize Servicer may arrange for the services subservicing of any Mortgage Loan by a Subservicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to fulfill perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the obligations provisions of the Company as servicer under this Agreement relating to agreements or any related Reconstitution Agreement unless arrangements between the Company complies with Servicer or a Subservicer or reference to actions taken through the provisions of paragraph (i) of this Subsection (f). The Company shall not hire Servicer or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation ABotherwise, the Company Servicer shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of remain obligated and liable to the Purchaser and any Depositor to comply its successors and assigns for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Section Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Subservicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Servicer with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), the same force and 2(e) effect as if performed directly by the Servicer. For purposes of this Agreement Agreement, and the Servicer shall be deemed to provide the information required have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be deliveredServicer. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide a written description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp), Assignment, Assumption and Recognition Agreement (HSI Asset Loan Obligation Trust 2007-Ar1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser's Securitization Transaction, the Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement Agreement, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser's Securitization Transaction, the Company shall after engagement promptly upon request provide to the Purchaser or any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a written description master servicer or administrator) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity identified pursuant to clause (B) of B)of this paragraph. The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity and delivering to the Purchaser Purchaser, the Master Servicer and any Depositor any assessment of compliance and attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (BCAP LLC Trust 2007-Aa5), Trust Agreement (BCAP LLC Trust 2007-Aa4)

Use of Subservicers and Subcontractors. (a) The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor Owner to the utilization of any Subservicersubservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of this Section and with Sections 2(b3.01(m), 2(c)(iii)4.14, 2(c)(v)6.04, 2(d), 6.09 and 2(e) 10.02 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.02(b) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser Owner, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d6.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 6.09 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e6.04(b) as and when required to be delivered. (iic) It The Servicer shall not be necessary for promptly upon request provide to the Company to seek the consent Owner, any Master Servicer and any Depositor (or any designee of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABDepositor, the Company shall after engagement of such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Owner, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser Owner and any Depositor to comply with the provisions of Section 2(e) Sections 6.09 and 10.02 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser Owner and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report and the other certificates required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)6.09, in each case as and when required to be delivered. 18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.17: For purposes of this Agreement, and with respect to any Mortgage Loan in a Pass-Through Transfer, the related Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement, with respect to such Mortgage Loans. 19. The Agreement is hereby amended effective as of the date hereof by deleting Exhibit E in its entirety and replacing it with the following: SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 10 digits 20 LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10 digits 10 SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR. Text up to 10 digits 10 BORROWER_NAME The borrower name as received in the file. It is not separated by first and last name. Maximum length of 30 (Last, First) 30 SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant. 2 No commas(,) or dollar signs ($) 11 NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6 NET_INT_RATE The loan gross interest rate less the service fee rate as reported by the Servicer. 4 Max length of 6 6 SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6 6 SERV_FEE_AMT The servicer's fee amount for a loan as reported by the Servicer. 2 No commas(,) or dollar signs ($) 11 NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar signs ($) 11 NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6 ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted rate. 4 Max length of 6 6 ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of the processing cycle. 2 No commas(,) or dollar signs ($) 11 ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the processing cycle. 2 No commas(,) or dollar signs ($) 11 BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer. MM/DD/YYYY 10 SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 SERV_CURT_DATE_1 The curtailment date associated with the first curtailment amount. MM/DD/YYYY 10 CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment amount, if applicable. 2 No commas(,) or dollar signs ($) 11 SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 SERV_CURT_DATE_2 The curtailment date associated with the second curtailment amount. MM/DD/YYYY 10 CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment amount, if applicable. 2 No commas(,) or dollar signs ($) 11 SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 SERV_CURT_DATE_3 The curtailment date associated with the third curtailment amount. MM/DD/YYYY 10 CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if applicable. 2 No commas(,) or dollar signs ($) 11 PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or dollar signs ($) 11 PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10 Action Code Key: 15=Bankruptcy, 3▇=▇▇▇▇▇▇▇▇▇▇▇, , ▇▇=▇▇▇, 63=Substitution, 65=Repurchase,70=REO 2 ACTION_CODE The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan. INT_ADJ_AMT The amount of the interest adjustment as reported by the Servicer. 2 No commas(,) or dollar signs ($) 11 SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar signs ($) 11 NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11 LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if applicable. 2 No commas(,) or dollar signs ($) 11 SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors. 2 No commas(,) or dollar signs ($) 11 SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of a processing cycle. 2 No commas(,) or dollar signs ($) 11 SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans. 2 No commas(,) or dollar signs ($) 11 SCHED_NET_INT The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans. 2 No commas(,) or dollar signs ($) 11 ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans. 2 No commas(,) or dollar signs ($) 11 ACTL_NET_INT The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans. 2 No commas(,) or dollar signs ($) 11 PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on his loan as reported by the Servicer. 2 No commas(,) or dollar signs ($) 11 PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the servicer. 2 No commas(,) or dollar signs ($) 11 MOD_DATE The Effective Payment Date of the Modification for the loan. MM/DD/YYYY 10 MOD_TYPE The Modification Type. Varchar - value can be alpha or numeric 30 DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by Servicer. 2 No commas(,) or dollar signs ($) 11 20. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit F: Re: The [ ] agreement dated as of [ l, 200[ ] (the “Agreement”), among [IDENTIFY PARTIES] I, ____________________________, the _______________________ of [NAME OF SERVICER] (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that: I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”); Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information; Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee]; I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. 21. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit G: The assessment of compliance to be delivered by [the Servicer] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”: 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank sta

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2006-2), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2006-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 7A.02, 7A.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)7A.04, 7A.05 and 2(e) 7A.07 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 7A.03(d) of this Agreement. The B-71 Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 7A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 7A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 7A.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 7A.05 and 7A.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subservicer and such Subcontractor under Section 2(e)Subsection 7A.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Seller's Warranties and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2), Master Seller's Warranties and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section 10.07. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section 10.07. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 10.07, with Sections 10.02, 10.03(d), (f), (g) and (h), 10.04, 10.05 and 10.07 of this Agreement and with Sections 2(b)4.09, 2(c)(iii)4.10, 2(c)(v), 2(d), 4.11 and 2(e) of this Agreement 4.12 to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv10.03(e) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)10.05, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 10.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 10.06 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Civ) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Biii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 10.04 and 10.06 of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)10.06, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Master Seller’s Purchase, Warranties and Interim Servicing Agreement (MASTR Alternative Loan Trust 2006-3), Master Seller’s Purchase, Warranties and Interim Servicing Agreement (MASTR Asset Securitization Trust 2006-2)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Subsection. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any master servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 13.02, 13.03(c), 2(c)(iii(e), 2(c)(v(f) and (g), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 13.03(d) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, any master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any master servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such master servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 13.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar5), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Citigroup Mortgage Loan Trust 2006-4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this the Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b2.02, 2.03(c) and (e), 2(c)(iii)2.04, 2(c)(v), 2(d), 2.05 and 2(e) 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv2.03( d) of this AgreementReg AB Addendum. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 2.05 as and when required to be delivered. (iib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon written request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (B) which (if any) Subcontractor that is “participating in the servicing function” within the meaning of such Subcontractors are Participating Entities, Item 1122 of Regulation AB and (Cii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bi) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 2.05 and 2.07 of this AgreementReg AB Addendum to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)2.05, in each case as and when required to be delivered.

Appears in 2 contracts

Sources: Regulation Ab Compliance Addendum (GSR Mortgage Loan Trust 2006-10f), Regulation Ab Compliance Addendum (GSR Mortgage Loan Trust 2006-9f)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to utilize the utilization services of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b12.02, 12.03(c) and (e), 2(c)(iii)12.04, 2(c)(v), 2(d), 12.05 and 2(e) 12.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv12.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)12.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 12.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 12.05 as and when required to be delivered, and in each case only to the extent that such Subservicer meets the relevant disclosure, certification, and attestation thresholds provided in Regulation AB including the instructions thereto. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 12.05 and 12.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 12.05, in each case as and when required to be delivered.

Appears in 1 contract

Sources: Trust Agreement (BCAP LLC Trust 2007-Aa4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f)Section. (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), 2(e) and 2(e2(g) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (B) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section Sections 2(e) and 2(g) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e), in each case as and when required to be delivered.

Appears in 1 contract

Sources: Master Mortgage Loan Sale and Servicing Agreement (Lehman XS Trust Series 2006-12n)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Section. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b13.02, 13.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)13.04, 13.05 and 2(e) 13.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(iv13.03(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 13.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 13.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 13.05 and 13.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)13.05, in each case as and when required to be delivered.

Appears in 1 contract

Sources: Assignment, Assumption and Recognition Agreement (HSI Asset Loan Obligation Trust 2007-Ar1)

Use of Subservicers and Subcontractors. The Company (a) RFC shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company RFC as servicer under this Agreement or any related Reconstitution Agreement unless the Company RFC complies with the provisions of paragraph (ib) of this Subsection (f)Section. The Company RFC shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company RFC as servicer under this Agreement or any related Reconstitution Agreement unless the Company RFC complies with the provisions of paragraph (iid) of this Subsection (f)Section. (ib) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company RFC shall cause any Subservicer used by the Company RFC (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b)6.04, 2(c)(iii), 2(c)(v), 2(d), 6.07 and 2(e) 10.01 of this Agreement to the same extent as if such Subservicer were RFC, and to provide the information required with respect to such Subservicer under Section 2(c)(iv3.01(s) of this Agreement. The Company RFC shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 2(d6.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 2(e) 6.07 and any certification Annual Certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e6.04(b) as and when required to be delivered. (iic) It RFC shall not be necessary for promptly upon request provide to the Company to seek the consent Purchaser and any Depositor (or any designee of the Purchaser Depositor, such as a master servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the Company shall after engagement of such Subcontractor, promptly provide administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company RFC or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, RFC shall cause any such Participating Entity Subcontractor used by the Company RFC (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 6.07 and 11.18 of this AgreementAgreement to the same extent as if such Subcontractor were RFC. The Company RFC shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.07, in each case as and when required to be delivered. (e) As a condition to the succession to RFC or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which RFC or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to RFC or any Subservicer, RFC shall provide to the Purchaser and any securitization depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser and any securitization depositor of such succession or appointment and (y) if such succession is a reportable event on Form 8-K, in writing and in form and substance reasonably satisfactory to the Purchaser and such securitization depositor, all information reasonably requested by the Purchaser or any securitization depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

Appears in 1 contract

Sources: Sale and Servicing Agreement (GSR Trust 2007-Hel1)

Use of Subservicers and Subcontractors. The Company Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (ia) of this Subsection (f)Section. The Company Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Servicer as servicer under this Agreement or any related Reconstitution Agreement unless the Company Servicer complies with the provisions of paragraph (iib) of this Subsection (f)Section. (ia) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Servicer shall cause any Subservicer used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(b15.02, 15.03(c) and (e), 2(c)(iii)15.04, 2(c)(v), 2(d), 15.05 and 2(e) 15.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2(c)(iv15.03(d) of this Agreement. The Company Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)15.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 15.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 15.05 as and when required to be delivered. (iib) It shall not be necessary for the Company Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Servicer shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, the Company shall after engagement of such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company Servicer or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Participating Entity Subcontractor used by the Company Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Sections 15.05 and 15.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Servicer. The Company Servicer shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Participating Entity Subcontractor under Section 2(e)15.05, in each case as and when required to be delivered.

Appears in 1 contract

Sources: Servicing Rights Purchase and Servicing Agreement (GSAA Home Equity Trust 2006-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f)Section 4.27. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f)Section 4.27. (i) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.27 and with Sections 2(b6.04, 6.06, 9.01(d)(iii). 9.01(d)(v). 9.01(d)(vi), 2(c)(iii9.01(d)(vii), 2(c)(v), 2(d), 9.01(d)(viii) and 2(e9.01(e) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(c)(iv9.01(d)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)6.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) 6.06 as and when required to be delivered. (ii) It shall not be necessary for the Company to seek the consent of the Purchaser Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the The Company shall after engagement promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such Subcontractor, promptly provide as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Participating Entity Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(eSections 6.06 and 9.01(e) of this AgreementAgreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)6.06, in each case as and when required to be delivered.

Appears in 1 contract

Sources: Seller's Warranties and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2)

Use of Subservicers and Subcontractors. The Company Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (i) of this Subsection (f)Subsection. The Company Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Company Seller complies with the provisions of paragraph (ii) of this Subsection (f)Subsection. (i) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company The Seller shall cause any Subservicer used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section Subsection and with Sections 2(bSubsections 33.02, 33.03(iii), 2(c)(iii(v), 2(c)(v(vi) and (vii), 2(d)33.04, 33.05 and 2(e) 33.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information required with respect to such Subservicer under Section 2(c)(ivSubsection 33.03(iv) of this Agreement. The Company Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(d)Subsection 33.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(e) Subsection 33.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(e) Subsection 33.05 as and when required to be delivered. (ii) It shall not be necessary for the Company Seller to seek the consent of the Purchaser Purchaser, the Master Servicer or any Depositor to the utilization of any Subcontractor. If required by Regulation ABThe Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Company shall after engagement of Depositor, such Subcontractor, promptly provide as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company Seller or any Subservicer, specifying (Ai) the identity of each such Subcontractor, (Bii) which (if any) of such Subcontractors are Participating Entities“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (Ciii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity Subcontractor identified pursuant to clause (Bii) of this paragraph. The Company As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Seller shall cause any such Participating Entity Subcontractor used by the Company Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 2(e) Subsections 33.05 and 33.07 of this AgreementAgreement to the same extent as if such Subcontractor were the Seller. The Company Seller shall be responsible for obtaining from each Participating Entity Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Participating Entity Subcontractor under Section 2(e)Subsection 33.05, in each case as and when required to be delivered.

Appears in 1 contract

Sources: Reconstitution Agreement (Harborview 2006-6)