Common use of Advance Facilities Clause in Contracts

Advance Facilities. With the prior written consent of the Class A Certificate Insurer, the Servicer is hereby authorized to enter into a financing or other facility (an "ADVANCE FACILITY") under which (l) the Servicer sells, assigns or pledges to another Person (an "ADVANCING PERSON") the Servicer's rights under this Agreement to be reimbursed for any Advances and/or (2) an Advancing Person agrees to fund some or all P&I Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement; PROVIDED, HOWEVER, that the Class A Certificate Insurer hereby consents to JP Morgan Chase Bank, pursuant to that certain 8/02 Fairbanks Cxxxxxx Xxrx. Xxnior Secured Credit Agreement dated as of August 1, 2002 by and among Fairbanks, as borrower, JPMorgan Chase Bank, as administrative agent, collateral agent and a lender and the other lenders party thereto (the "JPMORGAN CREDIT AGREEMENT"); PROVIDED, FURTHER, that such consent is conditioned upon receipt by the Class A Certificate Insurer of a letter from JPMorgan Chase Bank and the Servicer to the Class A Certificate Insurer within eight Business Days of the Closing Date, in form and substance satisfactory to the Class A Certificate Insurer, and thereafter the Class A Certificate Insurer shall have seven Business Days following receipt of such letter to confirm or withdraw such consent (collectively, the "CONSENT PROCEDURES"). Except as provided in the preceding sentence, no consent of any party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. Reimbursement amounts ("ADVANCE REIMBURSEMENT AMOUNTS") shall consist solely of amounts in respect of P&I Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in accordance with this Agreement, assuming the Servicer had made the related P&I Advance(s) and/or Servicing Advance(s). The Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for P&I Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a subservicer set forth in this Agreement.

Advance Facilities. With the prior written consent of the Class A Certificate Insurer, the Servicer is hereby authorized to enter into a financing or other facility (an "ADVANCE FACILITY") under which (l) the Servicer sells, assigns or pledges to another Person (an "ADVANCING PERSON") the Servicer's rights under this Agreement to be reimbursed for any Advances and/or (2) an Advancing Person agrees to fund some or all P&I Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement; PROVIDED, HOWEVER, that the Class A Certificate Insurer hereby consents to JP Morgan Chase Bank, pursuant to that certain 8/02 Fairbanks Cxxxxxx Xxrx. Xxnior Secured Credit Agreement dated as of August 1, 2002 by and among Fairbanks, as borrower, JPMorgan Chase Bank, as administrative agent, collateral agent and a lender and the other lenders party thereto (the "JPMORGAN CREDIT AGREEMENT"); PROVIDED, FURTHER, that such consent is conditioned upon receipt by the Class A Certificate Insurer of a letter from JPMorgan Chase Bank and the Servicer to the Class A Certificate Insurer within eight Business Days of the Closing Date, in form and substance satisfactory to the Class A Certificate Insurer, and thereafter the Class A Certificate Insurer shall have seven Business Days following receipt of such letter to confirm or withdraw such consent (collectively, the "CONSENT PROCEDURES"). Except as provided in the preceding sentence, no consent of any party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. Reimbursement amounts ("ADVANCE REIMBURSEMENT AMOUNTS") shall consist solely of amounts in respect of P&I Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in accordance with this Agreement, assuming the Servicer had made the related P&I Advance(s) and/or Servicing Advance(s). The Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for P&I Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a subservicer set forth in this Agreement. The documentation establishing any Advance Facility shall require that Advance Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding unreimbursed P&I Advances or Servicing Advances (as the case may be) made wxxx xxxxxxx xx that Mortgage Loan on a "first-in, first out" (FIFO) basis. Such documentation shall also require the Servicer to provide to the related Advancing Person or its designee loan-by-loan information with respect to each Advance Reimbursement Amount distributed to such Advancing Person or to a trustee or custodian (an "ADVANCE FACILITY TRUSTEE") on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Advance Reimbursement Amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed pursuant to the Advance Facility by the Advancing Person or Advance Facility Trustee for all P&I Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person.

Advance Facilities. With the prior written consent of the Class A Certificate Insurer, the Servicer is hereby authorized to enter into a financing or other facility (an "ADVANCE FACILITY"“Advance Facility”) under which (l) the Servicer sells, assigns or pledges to another Person (an "ADVANCING PERSON"“Advancing Person”) the Servicer's ’s rights under this Agreement to be reimbursed for any Advances and/or (2) an Advancing Person agrees to fund some or all P&I Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement; PROVIDED, HOWEVER, that the Class A Certificate Insurer hereby consents to JP Morgan Chase Bank, pursuant to that certain 8/02 Fairbanks Cxxxxxx Xxrx. Xxnior Secured Credit Agreement dated as of August 1, 2002 by and among Fairbanks, as borrower, JPMorgan Chase Bank, as administrative agent, collateral agent and a lender and the other lenders party thereto (the "JPMORGAN CREDIT AGREEMENT"); PROVIDED, FURTHER, that such consent is conditioned upon receipt by the Class A Certificate Insurer of a letter from JPMorgan Chase Bank and the Servicer to the Class A Certificate Insurer within eight Business Days of the Closing Date, in form and substance satisfactory to the Class A Certificate Insurer, and thereafter the Class A Certificate Insurer shall have seven Business Days following receipt of such letter to confirm or withdraw such consent (collectively, the "CONSENT PROCEDURES"). Except as provided in the preceding sentence, no consent of any party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's ’s behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. Reimbursement amounts ("ADVANCE REIMBURSEMENT AMOUNTS"“Advance Reimbursement Amounts”) shall consist solely of amounts in respect of P&I Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in accordance with this Agreement, assuming the Servicer had made the related P&I Advance(s) and/or Servicing Advance(s). The Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for P&I Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a subservicer set forth in this Agreement. The documentation establishing any Advance Facility shall require that Advance Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding uxxxxxxxxxxx X&X Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO) basis. Such documentation shall also require the Servicer to provide to the related Advancing Person or its designee loan-by-loan information with respect to each Advance Reimbursement Amount distributed to such Advancing Person or to a trustee or custodian (an “Advance Facility Trustee”) on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Advance Reimbursement Amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed pursuant to the Advance Facility by the Advancing Person or Advance Facility Trustee for all P&I Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person. Any amendment to this Section 3.27 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.27, including amendments to add provisions relating to a successor Servicer, may be entered into by the Trustee, the Depositor, the Unaffiliated Seller and the Servicer without the consent of any Certificateholder, but with the consent of the Certificate Insurer, notwithstanding anything to the contrary in this Agreement. Prior to entering into an Advance Facility, the Servicer shall notify the lender under such facility in writing that: (a) the Advances financed by and/or pledged to the lender are obligations owed to the Servicer on a non-recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of such Advances only to the extent provided herein, and the Trustee is not otherwise obligated or liable to repay any Advances financed by the lender; (b) the Servicer will be responsible for remitting to the lender the applicable amounts collected by it as reimbursement for Advances funded by the lender, subject to the restrictions and priorities created in this Agreement; (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and the lender; (d) if the Servicer is replaced by a successor servicer, the lender shall continue to be entitled to receive reimbursements as provided in clause (a) above but shall have no further right to make advances with respect to the transaction subject to this Agreement; and (e) (i) the pledge, if any, of Servicer’s rights to the lender under the facility conveys no rights (such as a right to fees after the removal of the Servicer or the right to become a substitute servicer) under this Agreement, or against the Trust Fund, any investor in or guarantor of securities issued hereunder, or any person other than the Servicer, (ii) the Servicer is only pledging assets and rights that it owns and any purported pledge of any assets or rights that are not property of the Servicer shall be of force and effect and will not be deemed to create any additional rights or assets of either the lender or the Servicer and (iii) the lender shall take such steps as are reasonably necessary to confirm to a successor servicer that it has no rights in any collateral due or payable on or after the date of servicing transfer other than the Servicer’s rights to reimbursement of Advances (to be repaid pursuant to the terms of this Agreement) for Advances made prior to such servicing transfer.

Advance Facilities. With the prior written consent of the Class A Certificate Insurer, the Servicer is hereby authorized to enter into a financing or other facility (an "ADVANCE FACILITY") under which (l) the Servicer sells, assigns or pledges to another Person (an "ADVANCING PERSON") the Servicer's rights under this Agreement to be reimbursed for any Advances and/or (2) an Advancing Person agrees to fund some or all P&I Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement; PROVIDED, HOWEVER, that the Class A Certificate Insurer hereby consents to JP Morgan Chase Bank, pursuant to that certain 8/02 Fairbanks Cxxxxxx Xxrx. Xxnior Secured Credit Agreement dated as of August 1, 2002 by and among Fairbanks, as borrower, JPMorgan Chase Bank, as administrative agent, collateral agent and a lender and the other lenders party thereto (the "JPMORGAN CREDIT AGREEMENT"); PROVIDED, FURTHER, that such consent is conditioned upon receipt by the Class A Certificate Insurer of a letter from JPMorgan Chase Bank and the Servicer to the Class A Certificate Insurer within eight Business Days of the Closing Date, in form and substance satisfactory to the Class A Certificate Insurer, and thereafter the Class A Certificate Insurer shall have seven Business Days following receipt of such letter to confirm or withdraw such consent (collectively, the "CONSENT PROCEDURES"). Except as provided in the preceding sentence, no consent of any party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. Reimbursement amounts ("ADVANCE REIMBURSEMENT AMOUNTS") shall consist solely of amounts in respect of P&I Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in accordance with this Agreement, assuming the Servicer had made the related P&I Advance(s) and/or Servicing Advance(s). The Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for P&I Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a subservicer set forth in this Agreement. The documentation establishing any Advance Facility shall require that Advance Reimbursement Amounts distributed with respect to each Mortgage Loan be allocated to outstanding unreimbursed P&I Advances or Servicing Advances (as the case may be) xxxx xxxx xxxxect to that Mortgage Loan on a "first-in, first out" (FIFO) basis. Such documentation shall also require the Servicer to provide to the related Advancing Person or its designee loan-by-loan information with respect to each Advance Reimbursement Amount distributed to such Advancing Person or to a trustee or custodian (an "ADVANCE FACILITY TRUSTEE") on each Distribution Date, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Advance Reimbursement Amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed pursuant to the Advance Facility by the Advancing Person or Advance Facility Trustee for all P&I Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person.