Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement. (b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing. (c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis. (d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 15 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe3), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wf2)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorIndenture Trustee, on behalf of the Trust FundEstate, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund Estate under this Servicing Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Indenture Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Master Servicer provides the Trust Administrator Indenture Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Servicing Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Servicing Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Master Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Master Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Servicing Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust FundEstate, but instead the Master Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Indenture Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Indenture Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Servicing Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Servicing Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicerMaster Servicer, may be entered into by the Trustee, the Trust Administrator Indenture Trustee and the Master Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Servicing Agreement.
Appears in 11 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2004-4), Servicing Agreement (New Century Home Equity Loan Trust 2005-1), Servicing Agreement (New Century Mortgage Securities Inc)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-4), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.06 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit K), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.27(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.263.27, upon reasonable request the Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice (in the form attached hereto as Exhibit K) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, on behalf of the Trust AdministratorFund, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.263.27. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.06 hereof. None of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Depositor, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.27(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.263.27, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Depositor and the Servicer without the consent of any Certificateholder, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (NovaStar Certificates Financing CORP), Pooling and Servicing Agreement (Novastar Mortgage Funding Trust, Series 2007-1), Pooling and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asst Back Pas THR Certs Ser 2003-9), Pooling and Servicing Agreement (Argent Securities Inc Asset-Bk Pas Thru Cert Ser 2003-W2), Pooling and Servicing Agreement (Argent Securities Inc Assset Back Pass THR Certs Ser 2003-W5)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) (1) under which the Master Servicer sells, assigns or pledges to the Advancing person the Master Servicer’s rights under this Agreement to be reimbursed for any Advances and/or Servicing Advances or (2) which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any Advance or Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee. An Advance Facility may provide that the Master Servicer will otherwise cause the remittance of Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.23(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer’s right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person’s financing of or receipt of assignment or pledge of the right to be reimbursed for Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to Advances or Servicing Advances that were funded by an Advancing Person.
(f) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R8), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R5), Pooling and Servicing Agreement (Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person (an "Advancing Person") (1) under which the Master Servicer sells, assigns or pledges to the Advancing person the Master Servicer's rights under this Agreement to be reimbursed for any Advances and/or Servicing Advances or (2) which provides that such the Advancing Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any Advance or Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee. An Advance Facility may provide that the Master Servicer will otherwise cause the remittance of Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.23(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of or receipt of assignment or pledge of the right to be reimbursed for Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to Advances or Servicing Advances that were funded by an Advancing Person.
(f) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Inc), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc. Series 2005-R3), Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates Series 2005-R2)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a any facility with any Person (any such Person, an “Advance Facility Counterparty”) which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Person Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advancing PersonAdvance Facility”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement), although no such facility Advance Facility shall reduce or otherwise affect the Servicer’s obligation obligations to fund such P&I Advances and/or Servicing Advances. If so required pursuant to the Servicer enters into such terms of an Advance Facility pursuant Facility, to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Advance Facility Counterparty makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Advance Facility Counterparty and the Servicer provide the Trustee with notice acknowledged by the Servicer that such Advancing Person Advance Facility Counterparty is entitled to reimbursement, such Advancing Person Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b)provided. Such notice from the Advancing Person Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing PersonAdvance Facility Counterparty’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advancing Person Advance Facility Counterparty whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer Subservicer under this Agreement.
(b) If so required pursuant to the terms of an advancing facility is entered intoAdvance Facility, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii)may direct, Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to if so directed the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator Trustee is hereby authorized to and shall pay to the Advancing Person, Advance Facility Counterparty (i) reimbursements for P&I Advances Advances; and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii(ii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance all or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified in the parties Advance Facility, that would otherwise be payable to any advancing facility agree in writingthe Servicer pursuant to this Agreement or the Servicing Agreement.
(c) All P&I Advances Upon request of the Servicer, the Trustee agrees to execute such acknowledgments, certificates, and other documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Advances Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any 3.20, and such other provision of this Agreement that documents in connection with such Advance Facilities as may be necessary or appropriate reasonably requested from time to effect the terms of an time by any Advance Facility as Counterparty. The implementation of the arrangement described generally in this Section 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without shall not require the consent of any Certificateholder, notwithstanding anything to Certificateholders or the contrary in this AgreementTrustee.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Saxon Asset Securities Co), Pooling and Servicing Agreement (Saxon Asset Securities Co Mort Ln as Back Cert Se 2002 3), Pooling and Servicing Agreement (Saxon Asset Sec Co Mort Loan Asset Backed Certs Ser 2003-3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a any facility with any Person (any such Person, an “Advance Facility Counterparty”) which provides that the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Person Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advancing PersonAdvance Facility”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement), although no such facility Advance Facility shall reduce or otherwise affect the Servicer’s obligation obligations to fund such P&I Advances and/or Servicing Advances. If so required pursuant to the Servicer enters into such terms of an Advance Facility pursuant Facility, to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Advance Facility Counterparty makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Advance Facility Counterparty and the Servicer provide the Trustee with notice acknowledged by the Servicer that such Advancing Person Advance Facility Counterparty is entitled to reimbursement, such Advancing Person Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b)provided. Such notice from the Advancing Person Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to conclusively rely without independent investigation on the Advancing PersonAdvance Facility Counterparty’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advancing Person Advance Facility Counterparty whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer Subservicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Sast 2007-3), Pooling and Servicing Agreement (Sast 2007-2), Pooling and Servicing Agreement (Saxon Asset Securities Trust 2007-1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Sub- Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asset BCK Ps THR Cert Ser 2003-3), Pooling and Servicing Agreement (Ameriquest Mortgage Sec as-BCKD Pass-THR Cert Ser 2003-7), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Back Pas THR Certs Ser 2003 5)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust FundTrust, with the consent of and at the direction of the ServicerServicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer Sub‑Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer Sub‑Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust’s entering into such facility.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Servicer prior to the remittance to the Trust FundTrust, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Xxxxxxxxx Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first in‑first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-9), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-8), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-7)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerIssuing Entity, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Delinquency Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Delinquency Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 10.06 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.24(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.03(b) hereof to reimburse previously unreimbursed Delinquency Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.24, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Delinquency Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.24(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Delinquency Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.24. An For the avoidance of doubt, an Advancing Person whose obligations hereunder under the Advance Facility are limited to the funding of P&I Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed considered to be a Sub-Servicer under this Agreementsubservicer hereunder.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Delinquency Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.03(b) and (c) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Payment Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Delinquency Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.03(b) and (c) hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 10.06 hereof. Neither the Issuing Entity nor the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Delinquency Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Issuing Entity or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Delinquency Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Indenture Trustee, any successor Servicer and the Issuing Entity for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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 and the Indenture Trustee, as applicable, shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer and the Indenture Trustee, as applicable, shall not be liable for any errors in such information.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Delinquency Advance or Servicing Advance as set forth in Section 5.24(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund(c), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.02 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Delinquency Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Delinquency Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi(c), as the case may be, had the Servicer itself funded made such P&I Delinquency Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Delinquency Advance reimbursement amount related to Delinquency Advances and/or Servicing Advances that were made by a Person other than the Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Delinquency Advance reimbursement amount to each Person entitled to such portion of such Delinquency Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.03(b) and (c) for all Delinquency Advances and/or Servicing Advances funded by the Servicer to the extent the related Delinquency Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 5.03(b) and (c) to the extent of such Advancing Person’s financing of Delinquency Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 5.24 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 3.265.24, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Trust Administrator Sponsor, the Depositor, the Issuing Entity and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 10.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Delinquency Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Issuing Entity are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 5 contracts
Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2006-2)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of the Master Servicer and at the direction of the ServicerNIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Tr 2002-1 as-BCKD Cert Ser 2002-1), Pooling and Servicing Agreement (Option One Mortgage Accept Corp Asset Backed Cer Ser 2002-4), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2002-3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Delinquency Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Delinquency Advances and/or Servicing Advances. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 11.19 hereof a written notice (an “Advance Facility Notice”), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 3.268.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Delinquency Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officer’s Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b8.29(c). Such notice from the Advancing Person Officer’s Certificate must specify the amount of the reimbursement, the remittance date, the Section of this Agreement that permits the applicable P&I Delinquency Advance or Servicing Advance to be reimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default by the Servicer under the Advance FacilityFacility entitling the Advancing Person to reimbursement from the Trustee. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing PersonOfficer’s notice Certificate provided pursuant to this Section 3.268.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a any Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) None of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any reimbursement for Delinquency Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the reimbursement for Delinquency Advances or Servicing Advances. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust for any claim, loss, liability or damage resulting from any claim by the Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Depositor, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that a Servicer Termination Event under this Agreement occurs or such entity is subject to termination for cause under this Agreement.
(c) If an advancing facility Advance Facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor for any Delinquency Advance or Servicing Advance made by an Advancing Person under Section 3.11(a)(ii), Section 3.11(a)(iii8.08(d)(D) and (E) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund8.09, but instead the Servicer shall include such remit the amounts relating to Advances to the Trustee in the applicable monthly remittance made to the Trust Administrator made pursuant to Section 3.11(a)Trustee on a Monthly Remittance Date in accordance with this Agreement. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person or to a trustee, agent or custodian designating in writing by the Advancing Person, reimbursements for P&I Delinquency Advances and Servicing Advances from the Distribution Certificate Account to the same extent the Servicer would have been permitted to reimburse itself from the Principal and Interest Account for such P&I Delinquency Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii8.08(d)(D) and (E) and Section 3.11(a)(vi)8.09, as the case may be, had the Servicer itself funded such P&I Delinquency Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(de) In making its determination that any Delinquency Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Delinquency Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer.
(f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(g) Any amendment to this Section 3.26 8.29 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 3.268.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the TrusteeDepositor, the Trust Administrator Sellers, the Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything provided that such amendment complies with Section 11.14. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Delinquency Advances and/or Servicing Advances financed by and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2004-D), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-A), Pooling and Servicing Agreement (Chec Funding LLC Centex Home Equity Loan Trust 2004-B)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2004-4, Asset-Backed Certs., Series 2004-4), Pooling and Servicing Agreement (Long Beach Securities Corp Certs Series 2003-4), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2)
Advance Facility. (a) Either Notwithstanding anything to the contrary contained herein, (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a an advance facility with any Person (“Advance Facility”) but no more than two Advance Facilities without the prior written consent of the Trustee, which provides that such Person consent shall not be unreasonably withheld, under which (A) the Servicer sells, assigns or pledges to an advancing person (an “Advancing Advance Financing Person”) its rights under this Agreement to be reimbursed for any P&I Advances or Servicing Advances and/or (B) an Advance Financing Person agrees to finance some or all P&I Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized to assign its rights to the Servicing Fee (which rights shall terminate upon the resignation, termination or removal of the Servicer pursuant to the terms of this Agreement); it being understood that neither the Trust Fund nor any party hereto shall have a right or claim (including without limitation any right of offset) to any amounts for reimbursement of P&I Advances or Servicing Advances so assigned or to the portion of the Servicing Fee so assigned. Subject to the provisions of the first sentence of this Section 3.26(a), no consent of the Depositor, Trustee, Master Servicer, Certificateholders or any other party is required before the Servicer may fund enter into an Advance Facility, but the Servicer shall provide notice to the Depositor, Master Servicer and the Trustee of the existence of any such Advance Facility promptly upon the consummation thereof stating (a) the identity of the Advance Financing Person and (b) the identity of any Person (“Servicer’s Assignee”) who has the right to receive amounts in reimbursement of previously xxxxxxxxxxxx X&X Advances or Servicing Advances. Notwithstanding the existence of any Advance Facility under which an advancing person agrees to finance P&I Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant to the Trust Fund under this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, although no and shall not be relieved of such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence obligations by virtue of such Advance Facility. If the Trust Administrator enters into such an .
(b) Reimbursement amounts (“Advance Facility pursuant to this Section 3.26, the Servicer Reimbursement Amounts”) shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided consist solely of amounts in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required made with respect to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then related Mortgage Loans for which the Servicer shall not would be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(iithis Agreement, assuming the Servicer had made the related P&I Advance(s) and/or Servicing Advance(s).
(c) The Servicer shall maintain and provide to any successor Servicer (with, Section 3.11(a)(iiiupon request, a copy to the Trustee) a detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged or assigned to, and Section 3.11(a)(vi)reimbursed to any Advance Financing 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.
(d) Reimbursement amounts distributed with respect to each Mortgage Loan shall be allocated to outstanding xxxxxxxxxxxx X&X Advances or Servicing Advances (as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized ) made with respect to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed that Mortgage Loan on a “first first-in-, first out” (FIFO) basis. The documentation establishing any Advance Facility shall require the Servicer to provide to the related Advance Financing Person or its designee loan-by-loan information with respect to each such reimbursement amount distributed to such Advance Financing Person or Advance Facility trustee on each Distribution Date, to enable the Advance Financing Person or Advance Facility trustee to make the FIFO allocation of each such reimbursement amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed by the Advance Financing 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 Advance Financing Person.
(de) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Depositor, and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement, provided, that the Trustee has been provided an Opinion of Counsel that such amendment is authorized hereunder and has no material adverse effect on the Certificateholders, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Fund; provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency (instead of obtaining an Opinion of Counsel to such effect) stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such rating letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. Prior to entering into an Advance Facility, the Servicer shall notify the lender under such facility in writing that: (a) the P&I Advances and/or Servicing 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 P&I Advances and/or Servicing Advances only to the extent provided herein, and neither the Master Servicer, the Securities Administrator, the Trustee nor the Trust are otherwise obligated or liable to repay any P&I Advances and/or Servicing Advances financed by the lender; (b) the Servicer will be responsible for remitting to the lender the applicable amounts collected by it as Servicing Fees and as reimbursement for P&I Advances and/or Servicing Advances funded by the lender, as applicable, subject to the restrictions and priorities created in this Agreement; and (c) neither the Master Servicer, the Securities Administrator nor the Trustee shall have any responsibility to calculate any amount payable under an Advance Facility or to track or monitor the administration of the financing arrangement between the Servicer and the lender or the payment of any amount under an Advance Facility.
(f) The Servicer shall indemnify the Master Servicer, the Securities Administrator, the Trustee and the Trust Fund for any cost, liability or expense relating to the Advance Facility including, without limitation, a claim, pending or threatened, by an Advance Financing Person.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap5), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap6), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap4)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer Sub‑Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer Sub‑Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Xxxxxxxxx Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first in‑first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2004-6, Asset-Backed Certs., Series 2004-6), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-1, Asset-Backed Certs., Series 2005-1), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-3 Asset-Backed Certificates, Series 2005-3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerTrust, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Delinquency Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Delinquency Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 10.06 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.24(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.03(b) hereof to reimburse previously unreimbursed Delinquency Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.24, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Delinquency Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.24(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Delinquency Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.24. An For the avoidance of doubt, an Advancing Person whose obligations hereunder under the Advance Facility are limited to the funding of P&I Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed considered to be a Sub-Servicer under this Agreementsubservicer hereunder.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Delinquency Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.03(b) and (c) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Payment Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Delinquency Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.03(b) and (c) hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 10.06 hereof. Neither the Trust nor the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Delinquency Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Trust or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Delinquency Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Indenture Trustee, any successor Servicer and the Trust for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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 and the Indenture Trustee, as applicable, shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer and the Indenture Trustee, as applicable, shall not be liable for any errors in such information.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Delinquency Advance or Servicing Advance as set forth in Section 5.24(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund(c), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.02 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Delinquency Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Delinquency Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi(c), as the case may be, had the Servicer itself funded made such P&I Delinquency Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Delinquency Advance reimbursement amount related to Delinquency Advances and/or Servicing Advances that were made by a Person other than the Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Delinquency Advance reimbursement amount to each Person entitled to such portion of such Delinquency Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.03(b) and (c) for all Delinquency Advances and/or Servicing Advances funded by the Servicer to the extent the related Delinquency Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 5.03(b) and (c) to the extent of such Advancing Person’s financing of Delinquency Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 5.24 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 3.265.24, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Sponsor, the Seller, the Trust Administrator and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 10.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Delinquency Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Trust are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-1), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc as Bk Pas THR Cers Ser 2004 Fr1), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Asset-Backed Pass-Through Certificates Series 2004-R4), Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asset Bk Pas THR Cert Se 2004 R3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may agrees to fund P&I some or all of the Advances and/or Servicing Advances required to be made by the Trust Fund under Servicer pursuant to this AgreementAgreement or that the Servicer may pledge or assign its rights to be reimbursed for Advances and/or Servicing Advances, directly or indirectly, to an Advancing Person, although no such facility Advance Facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee, the Master Servicer and the Trust Administrator at the respective addresses set forth in Section 10.07 hereof a written notice (an "Advance Facility Notice"), stating the identity of the Advancing Person. If the Servicer enters into such an Advance Facility pursuant to this Section 3.264.11, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgmentacknowledgment prepared by the Servicer, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person previously identified in the Advance Facility Notice funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator with notice acknowledged by the Servicer an Officer's Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b4.11(c). Such notice from the Advancing Person Officer's Certificate must specify the amount of the reimbursement, the remittance date, the written payment instructions for the Advancing Person, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to request receive reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event event of Default default by the Servicer under the Advance FacilityFacility entitling the Advancing Person to reimbursement from the Trust Administrator. The Trust Administrator shall not have no any duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to conclusively rely without independent investigation on the Advancing Person’s notice Officer's Certificate provided pursuant to this Section 3.264.11. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances, or who merely receives an assignment or pledge of the Servicer's rights to be reimbursed for Advances and/or Servicing Advances, shall not be required to meet the qualifications of a the Servicer or a Subany sub-Servicer pursuant to Section 3.02 hereof servicer and will not be deemed to be a Subsub-Servicer servicer under this Agreement.
(b) None of the Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any reimbursement for Advances or Servicing Advances, nor, as a result of the existence of any Advance Facility, shall the Depositor, the Master Servicer, the Trust Administrator or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the reimbursement for Advances or Servicing Advances, except, in the case of the Trust Administrator, to remit reimbursements in accordance with payment instructions received pursuant to Section 4.11(a). The Servicer shall indemnify the Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, any successor Servicer and the Issuer for any claim, loss, liability or damage resulting from any claim by the Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of the negligence, recklessness or willful misconduct on the part of the Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, any successor Servicer or the Issuer, as the case may be, or failure by the successor Servicer, the Master Servicer or the Trust Administrator, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer, the Master Servicer or the Trust Administrator, as the case may be, and the passage of any applicable cure or grace period, such that, in the case of the Master Servicer, a Master Servicer Event of Default occurs under this Agreement, or in the case of the successor Servicer, the Master Servicer or the Trust Administrator, such entity is subject to termination for cause under this Agreement.
(c) If an advancing facility Advance Facility is entered into, and if the Servicer so notifies the Trust Administrator, then the Servicer shall not be permitted to reimburse itself therefor seek reimbursement for any Advance or Servicing Advance made by an Advancing Person under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund6.05, but instead the Servicer shall include such remit the amounts relating to Advances to the Master Servicer for inclusion in the applicable monthly remittance made to the Trust Administrator made pursuant to Section 3.11(a)on a Servicer Remittance Date in accordance with this Agreement. The Trust Administrator is hereby authorized to Administrator, upon its receipt of an Officer's Certificate in accordance with Section 4.11 hereof, shall pay to the Advancing PersonPerson or to a trustee, agent or custodian designated in the Officer's Certificate specified in Section 4.11(a), reimbursements for P&I Advances and Servicing Advances from the Distribution Collection Account to the same extent the Servicer would have been permitted to reimburse itself from its Custodial Account for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iiiSections 4.02(e) and Section 3.11(a)(vi), as the case may be6.05, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis, such that an advance made earlier in time with respect to any Mortgage Loan shall be reimbursed to the Servicer who made that advance, before reimbursement of an advance made later in time with respect to that Mortgage Loan, and a predecessor Servicer's advances with respect to any particular Mortgage Loan shall be reimbursed before reimbursement of a successor Servicer's advances with respect to such Mortgage Loan.
(de) In making its determination that any Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the Servicer shall apply the same criteria in making such determination regardless of whether such Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer.
(f) The Servicer shall maintain and provide to any successor Servicer and, upon request, the Master Servicer, the Trust Administrator and the Indenture Trustee 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.
(g) Any amendment to this Section 3.26 4.11 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 3.264.11, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator and the Servicer parties hereto without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Agreement.provided that such amendment complies with Section
Appears in 4 contracts
Samples: Sale and Servicing Agreement (CWMBS Inc), Sale and Servicing Agreement (Cwalt Inc), Sale and Servicing Agreement (Cwabs Inc)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a financing or other facility (any such arrangement an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event event of Default default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Certificate Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement; provided, however, such amendment shall otherwise comply with Section 13.01 hereof. All costs and expenses (including attorneys’ fees) of each party hereto related to such amendment shall be borne by the Servicer without reimbursement from the Trust Fund.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2007-Rfc1), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc5), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2007-Fre1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Company or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Company, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Company and the Servicer without the consent of any Certificateholder, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (NovaStar Mortgage Funding Trust, Series 2004-4), Pooling and Servicing Agreement (Novastar Mortgage Funding Trust Series 2004-1), Pooling and Servicing Agreement (NovaStar Mortgage Funding Trust, Series 2005-1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerEstate, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 11.06 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit L), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.27(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.27, upon reasonable request the Indenture Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice (in the form attached hereto as Exhibit M) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.27(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Indenture Trustee, on behalf of the Trust AdministratorEstate, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.27. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement5.02 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Payment Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 11.06 hereof. None of the Depositor or the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Depositor, the Indenture Trustee, any successor Servicer and the Trust Estate for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Depositor, the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Indenture Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Indenture Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 5.27(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund5.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be5.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 8.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 8.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 5.27 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 3.265.27, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Trust Administrator Depositor and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 11.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Trust Estate are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (NovaStar Mortgage Funding Trust, Series 2006-1), Sale and Servicing Agreement (NovaStar Certificates Financing CORP), Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a financing or other facility (any such arrangement an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event event of Default default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Certificate Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement; provided, however, such amendment shall otherwise comply with Section 13.01 hereof. All costs and expenses (including attorneys' fees) of each party hereto related to such amendment shall be borne by the Servicer without reimbursement from the Trust Fund.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre1), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc2), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Fre2)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorTrustee, on behalf of the Trust Fund, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Master Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Master Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Master Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Sub- Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerMaster Servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2003-3), Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2003-5), Pooling and Servicing Agreement (New Century Mortgage Sec Home Equity Loan Ser 2003-4)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust FundTrust, with the consent of and at the direction of the ServicerServicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer Sub‑Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer Sub‑Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust’s entering into such facility.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Servicer prior to the remittance to the Trust FundTrust, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first in‑first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He3), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He1), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He4)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorTrustee, on behalf of the Trust Fund, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. Mortgage Pass-Through Certificates, Series 2004-Ncm1), Pooling and Servicing Agreement (Salomon Bro Mor Sec Vii Inc Citigroup Mor Ln Tr Ser 2003-Up2), Pooling and Servicing Agreement (Citigroup Mortgag Loan Trust Series 2003-Up3)
Advance Facility. (a) Either (i) The Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, Fund is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing Person the Servicer’s rights under this Agreement to be reimbursed for any P&I Advances and/or Servicing Advances or (2) which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any P&I Advance or Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trust Administrator pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event event of Default default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trust Administrator, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and or Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a)3.10 to the extent of amounts on deposit in the Collection Account on the Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trust Administrator. An Advance Facility may provide that the Servicer will otherwise cause the remittance of P&I Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.26(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of P&I Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to P&I Advances or Servicing Advances that were funded by an Advancing Person.
(e) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerTrust Administrator, may be entered into by the Trustee, the Trust Administrator and the Servicer parties to this Agreement without the consent of any CertificateholderCertificateholder but with written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl3), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Asset-Backed Pass-Through Certificates Series 2004-R7), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Asset-Backed Pass-Through Certificates Series 2004-R7), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Asset-Backed Pass-Through Certificates Series 2004-R8)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorIndenture Trustee, on behalf of the Trust FundEstate, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund Estate under this Servicing Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Indenture Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Master Servicer provides the Trust Administrator Indenture Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Servicing Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Servicing Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Master Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Master Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Servicing Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust FundEstate, but instead the Master Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. The Trust Administrator Indenture Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Indenture Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Servicing Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Servicing Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicerMaster Servicer, may be entered into by the Trustee, the Trust Administrator Indenture Trustee and the Master Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Servicing Agreement.
Appears in 3 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2005-3), Servicing Agreement (New Century Home Equity Loan Trust 2005-2), Servicing Agreement (New Century Home Equity Loan Trust 2005-4)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of and at the direction of the ServicerNIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed 6.06 hereof. If the terms of a facility proposed to be a Sub-entered into with an Advancing Servicer under this Agreementby the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.23(a), then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.05(a)(vii), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) Any amendment In the event the Master Servicer is terminated pursuant to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee7.01, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything Advancing Person shall succeed to the contrary terminated Master Servicer's right of reimbursement set forth in this AgreementSection 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset BCKD Ps THR Cert Ser 2002-Ar1), Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asset Backed Thru Cer Ser 2002-5), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset BCKD Ps THR Cert Ser 2002-Ar1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement; provided, however, such amendment shall otherwise comply with Section 11.01 hereof. All costs and expenses (including attorneys’ fees) of each party hereto related to such amendment shall be borne by the Servicer without reimbursement from the Trust Fund.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust 2005-Nc2), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc3)
Advance Facility. (a) Either (i) the The Master Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular P&I Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Asset Backed Sec Corp Home Equity Loan Series 2000 Lb1), Pooling and Servicing Agreement (Salomon Brothers Mor Sec Vii Fl Rt MR Pa Th Cer Ser 2000 Lb1), Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Inc Mort Pas Th Ce Ser 2000-1)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorIndenture Trustee, on behalf of the Trust FundEstate, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund Estate under this Servicing Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Indenture Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Master Servicer provides the Trust Administrator Indenture Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Servicing Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Servicing Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Master Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Master Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Servicing Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust FundEstate, but instead the Master Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Indenture Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Indenture Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Servicing Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Servicing Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicerMaster Servicer, may be entered into by the Trustee, the Trust Administrator Indenture Trustee and the Master Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Servicing Agreement.
Appears in 3 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2004-1), Servicing Agreement (New Century Home Equity Loan Trust 2004-2), Servicing Agreement (New Century Mort Sec Inc Home Equity Loan Trust 2003 6)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a financing or other facility (any such arrangement an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Certificate Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement; provided, however, such amendment shall otherwise comply with Section 11.01 hereof. All costs and expenses (including attorneys' fees) of each party hereto related to such amendment shall be borne by the Servicer without reimbursement from the Trust Fund.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Fre1), Pooling and Servicing Agreement (Carrington Home Equity Loan Trust, Series 2005-Nc4 Asset-Backed Pass-Through Certificates), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc5)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a any facility with any Person (any such Person, an “Advance Facility Counterparty”) under which provides the Servicer may pledge or sell its rights to receive reimbursement of Advances pursuant to this Agreement (“Advance Reimbursement Rights”) pursuant to credit facilities, repurchase facilities, or similar facilities providing liquidity for the funding of Advances, including facilities providing that such Person Advance Facility Counterparty may make all or a portion of the Advances (any such facility, an “Advancing PersonAdvance Facility”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement), although no such facility Advance Facility shall reduce or otherwise affect the Servicer’s obligation obligations to fund such P&I Advances and/or Servicing Advances. If so required pursuant to the Servicer enters into such terms of an Advance Facility pursuant Facility, to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Advance Facility Counterparty makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Advance Facility Counterparty and the Servicer provide the Trustee and the NIMS Insurer, if any, with notice acknowledged by the Servicer that such Advancing Person Advance Facility Counterparty is entitled to reimbursement, such Advancing Person Advance Facility Counterparty shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b)provided. Such notice from the Advancing Person Advance Facility Counterparty and the Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed reimbursed. The Trustee and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorNIMS Insurer, rather than the Servicerif any, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing PersonAdvance Facility Counterparty’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.20 and with respect to the Advance Facility Counterparty’s statement with respect to the Section of this Agreement permits the Advance to be reimbursed. An Advancing Person Advance Facility Counterparty whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer subservicer under this Agreement.
(b) If so required pursuant to the terms of an advancing facility is entered intoAdvance Facility, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay and shall pay, to the Advancing Person, Advance Facility Counterparty (i) reimbursements for P&I Advances Advances; and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii(ii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance all or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as may be so specified in the parties Advance Facility, that would otherwise be payable to any advancing facility agree in writingthe Servicer pursuant to this Agreement.
(c) All P&I Advances Upon request of the Servicer and provision by the Servicer of all necessary forms, the Trustee agrees to execute such reasonable acknowledgments, certificates, and other reasonable documents recognizing the interests of any Advance Facility Counterparty in such Advance Reimbursement Rights and Servicing Advances Fees as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.20, and such other documents in connection with such Advance Facilities as may be reasonably requested from time to time by any Advance Facility Counterparty. The implementation of the terms arrangement described in this Section shall not require the consent of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basisCertificateholders, the NIMS Insurer, if any, or the Trustee.
(d) The Servicer shall indemnify the Trustee, the Trust Fund, each Certificateholder and any NIMS Insurer for any and all claims, losses, liabilities, damages, costs and expenses resulting from any claim by the Advance Facility Counterparty, except (with respect to the Trustee and any successor servicer) to the extent that such claim, loss, liability, damages or expense results from or arises out of the negligence, recklessness or willful misconduct of the Trustee or successor servicer, or failure by the Trustee or successor servicer to remit funds as required by this Agreement, or the commission of any act or an omission to act by the Trustee or successor servicer and the expiration of any applicable cure or grace period such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement.
(e) Any amendment to this Section 3.26 3.20 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 3.26Section, including amendments to add provisions relating to a successor servicer, may be entered into by the TrusteeSeller, the Trust Administrator Depositor, the Servicer and the Servicer Trustee without the consent of any Certificateholder, notwithstanding anything provided that such amendment is otherwise effected in compliance with the provisions of Section 11.01. All reasonable costs and expenses (including attorneys’ fees) incurred by each party hereto or incurred by (or that would otherwise be incurred by) the Trust Fund shall be borne solely by the Servicer. The parties hereto acknowledge and agree that (i) any Advances and/or Servicing Advances financed by and/or pledged to an Advance Facility Counterparty under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances to the extent provided herein, and the Trustee is not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances or Servicing Advances financed by the Advance Facility Counterparty; (ii) the Servicer will be responsible for remitting to the Advance Facility Counterparty the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances funded by the Advance Facility Counterparty, subject to the provisions of this Agreement; and (iii) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advance Facility Counterparty.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Aegis Asset Backed Sec Corp Mort Pas THR Certs Series 2003 3), Pooling and Servicing Agreement (Aegis Asset Backed Sec Corp Mort Pas THR Certs Series 2003 3), Pooling and Servicing Agreement (Aegis Asset Backed Sec Tr Mort Pass THR Cert Ser 2004 1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(iv), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing advance facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer, notwithstanding anything to the contrary in this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2004-Opt1), Pooling and Servicing Agreement (Mortgage Asset Securitization Transactions, Inc. Mortgage Pass-Through Certificates, Series 2004-0pt2), Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2004-Opt1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an "Advance Facility Notice"), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the "Servicer's Assignee") that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances ("Advance Reimbursement Amounts"). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer's Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer's Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Company or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer's Assignee. The Servicer shall indemnify the Company, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis. In the event the Servicer's Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer's Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer's Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer's right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Company and the Servicer without the consent of any Certificateholder, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys' fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Novastar Home Equity Loan Asset Backed Cert Series 2003-3), Pooling and Servicing Agreement (Novastar Mortgage Funding Corp Home Equity Loan Ser 2003-4), Pooling and Servicing Agreement (Novastar Mortgage Funding Corp Home Eq Ln as Bk Ce Se 03 2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Inc Asst Back Pass THR Certs Ser 20003-W10), Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates Series 2003-W7)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorTrustee, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Financing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Financing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Financing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Financing Person is entitled to reimbursement, such Advancing Financing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Financing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Financing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Financing Person and shall be entitled to rely without independent investigation on the Advancing Financing Person’s notice provided pursuant to this Section 3.26. An Advancing Financing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Financing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Financing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-3), Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-3)
Advance Facility. (a) Either (i) the Servicer or (ii) the The Trust Administrator, Administrator on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator and the Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.28(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.28. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to Notwithstanding the foregoing, an Advancing Person such portion of the Servicing Fee as the parties is not entitled to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and from the Servicer without Distribution Account for any unreimbursed Advances from funds held in the consent of any Certificateholder, notwithstanding anything to the contrary in this AgreementCollection Account for future distribution.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Salomon Bros Mort Sec Vii Sal Home Equ Ln Tr Ser 2002 Wmc1), Pooling and Servicing Agreement (Salomon Brothers Mort Sec Inc Salomon Home Equ Ln Tr 2001-1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a 125 successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 126
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-Whq2), Pooling and Servicing Agreement (Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-Whq2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 100
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates Series 2004-W1), Pooling and Servicing Agreement (Argent Securities Inc Asset Back Pass THR Certs Ser 2004-W6)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Certificate Insurance Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Asset Bcked Pass Through Certs Ser 2004-W4), Pooling and Servicing Agreement (Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-Whq1)
Advance Facility. (a) Either (i) The Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, Fund is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing Person the Servicer’s rights under this Agreement to be reimbursed for any P&I Advances and/or Servicing Advances or (2) which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any P&I Advance or Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trust Administrator (from amounts on deposit in the Distribution Account) pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event event of Default default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trust Administrator (from amounts on deposit in the Distribution Account), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and or Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a)3.10 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trust Administrator. An Advance Facility may provide that the Servicer will otherwise cause the remittance of P&I Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.26(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of P&I Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to P&I Advances or Servicing Advances that were funded by an Advancing Person.
(e) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer parties to this Agreement without the consent of any CertificateholderCertificateholder but with written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE-1 Certificates, the Class CE-2 Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
(f) Neither the Trust Administrator nor the Master Servicer shall have any responsibility to track or monitor the administration of the Advance Facility between the Servicer and the Advancing Person.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer Sub‑Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer Sub‑Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first in‑first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2005-2 Asset-Backed Certificates, Series 2005-2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerIssuer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Delinquency Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Delinquency Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 10.06 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.24(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.03(b) hereof to reimburse previously unreimbursed Delinquency Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.24, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Delinquency Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.24(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Delinquency Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.24. An For the avoidance of doubt, an Advancing Person whose obligations hereunder under the Advance Facility are limited to the funding of P&I Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed considered to be a Sub-Servicer under this Agreementsubservicer hereunder.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Delinquency Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.03(b) and (c) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Payment Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Delinquency Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.03(b) and (c) hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 10.06 hereof. Neither the Issuer nor the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Delinquency Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Issuer or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Delinquency Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Indenture Trustee, any successor Servicer and the Issuer for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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 and the Indenture Trustee, as applicable, shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer and the Indenture Trustee, as applicable, shall not be liable for any errors in such information.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Delinquency Advance or Servicing Advance as set forth in Section 5.24(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund(c), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.02 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Delinquency Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Delinquency Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi(c), as the case may be, had the Servicer itself funded made such P&I Delinquency Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Delinquency Advance reimbursement amount related to Delinquency Advances and/or Servicing Advances that were made by a Person other than the Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Delinquency Advance reimbursement amount to each Person entitled to such portion of such Delinquency Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.03(b) and (c) for all Delinquency Advances and/or Servicing Advances funded by the Servicer to the extent the related Delinquency Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 5.03(b) and (c) to the extent of such Advancing Person’s financing of Delinquency Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 5.24 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 3.265.24, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Trust Administrator Sponsor, the Depositor, the Issuer and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 10.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Delinquency Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Delinquency Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Issuer are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Delinquency Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Delinquency Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-4), Sale and Servicing Agreement (Accredited Mortgage Loan Trust 2005-3)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (New Century Mortgage Securities LLC), Pooling and Servicing Agreement (New Century Mortgage Securities Inc)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorIndenture Trustee, on behalf of the Trust FundEstate, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund Estate under this Servicing Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Indenture Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Indenture Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Servicing Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Servicing Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an a Servicer Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Servicing Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust FundEstate, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. The Trust Administrator Indenture Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Indenture Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Servicing Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Servicing Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Indenture Trustee and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Servicing Agreement.
Appears in 2 contracts
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2006-1), Servicing Agreement (New Century Home Equity Loan Trust 2006-2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writing.writing delivered to the Trustee. 103
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 104
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Inc Asset Back Pass THR Certs Ser 2004-W5), Pooling and Servicing Agreement (Argent Securities Inc Asset Back Pass THR Certs Ser 2004-W5)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the Guarantor and at the direction of the ServicerNIMS Insurer, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee and the Guarantor with written notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the amounts held on behalf of the Trust Fund by the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the amounts held on behalf of the Trust Administrator, Fund by the Trustee rather than by the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event event of Default default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer subservicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer subservicer under this Agreement. If the terms of an Advance Facility proposed to be entered into with an Advancing Person by the Trust Fund would not, in the absence of the Guarantee, materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance and/or Servicing Advance as set forth in Section 3.23(a), then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.05(a)(vi), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.04(g). The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and and/or Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vi), as the case may be, had the Master Servicer itself funded made such P&I Advance or and/or Servicing Advance. The Trust Administrator is hereby authorized Unless otherwise consented to pay directly to by the Guarantor, an Advancing Person such portion of is not entitled to be reimbursed by the Servicing Fee as Trustee for any unreimbursed Advances from funds held in the parties Collection Account for any future distribution pursuant to any advancing facility agree in writingSection 4.04(b) or 3.05(a)(vii).
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) Any amendment In the event the Master Servicer is terminated pursuant to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee7.01, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything Advancing Person shall succeed to the contrary terminated Master Servicer's right of reimbursement set forth in this AgreementSection 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asst Back Ps THR Cert Ser 2002 D), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Bk Pass THR Cert Ser 2002-C)
Advance Facility. (a) Either Each of (i) the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, with the consent of the Master Servicer and at the direction NIMS Insurer and (ii) the Master Servicer, with the consent of the ServicerNIMS Insurer, is hereby authorized to enter into a financing or other facility with (any Person such arrangement, an "Advance Facility") under which provides that such (1) the Master Servicer assigns or pledges to another Person (an “"Advancing Person”") may the Master Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund P&I some or all Advances and/or Servicing Advances required to be made by the Trust Fund Master Servicer pursuant to this Agreement. The Trustee is further authorized, subject to Section 11.01, to enter into any amendment of this Agreement in connection with such facility. No consent of the Trustee or the Certificateholders is required before the Master Servicer may enter into an Advance Facility; provided, however, that the consent of the Trustee shall be required before the Master Servicer may cause to be outstanding at one time more than one Advance Facility with respect to Advances or more than one Advance Facility with respect to Servicing Advances. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Master Servicer's behalf, the Master Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, although no such facility and shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence not be relieved of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to obligations by virtue of such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.26 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Notwithstanding the foregoing, the amount and timing of reimbursement to which an Advancing Person is hereby authorized entitled shall not exceed or differ from (without the consent of the NIMS Insurer) the amount and timing of reimbursement to pay directly which the Master Servicer is entitled pursuant to the Advancing Person such portion terms of the Servicing Fee as the parties to this Agreement. Furthermore, any advancing facility agree in writingentered into by the Master Servicer shall not be an obligation of a successor master servicer (without the consent of such successor).
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mort Asset Sec Transactions Inc Mastr as Bk Sec Tr 03 Nc1), Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pas THR Cert Ser 2002-Nc1)
Advance Facility. (a) Either (i) the The Master Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular P&I Advance or Servicing Advance, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Union Planters Mortgage Loan Trust Series 2001-Up1), Pooling and Servicing Agreement (Union Planters Mort Pass THR Cert Ser 2000-Up1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 11.06 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit K), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.26, upon reasonable request the Indenture Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice (in the form attached hereto as Exhibit K) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Indenture Trustee, on behalf of the Trust AdministratorFund, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement7.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 11.06 hereof. None of the Company or the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Company, the Indenture Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Indenture Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Indenture Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 5.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund5.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be5.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 8.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 8.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed. Any amendment to this Section 3.26 5.26 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 3.265.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Trust Administrator Company and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 11.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing LLC), Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement.
(b) . If the terms of a facility proposed to be entered into with an advancing facility is entered intoAdvancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the Servicer NIMS Insurer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance withhold its consent to the Trust Fund, but instead the Servicer shall include 's entering such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingfacility.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc. Series 2005-Whq2), Pooling and Servicing Agreement (Park Place Securities, Inc. Series 2005-Whq2)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust FundTrust, with the consent of and at the direction of the ServicerServicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust’s entering into such facility.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Servicer prior to the remittance to the Trust FundTrust, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He2), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He2)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the prior written consent of and at the direction of the Servicer, Class A-1 Insurer is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party (other than the Class A-1 Insurer) shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Depositor, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Depositor and the Servicer without the consent of any CertificateholderCertificateholder but with the consent of the Class A-1 Insurer, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (NovaStar Certificates Financing LLC), Pooling and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit K), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request the Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice (in the form attached hereto as Exhibit K) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, on behalf of the Trust AdministratorFund, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Depositor, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Depositor and the Servicer without the consent of any Certificateholder, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (NovaStar Certificates Financing LLC), Pooling and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”Servicer") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Servicer makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person Servicer is entitled to reimbursement, such Advancing Person Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Servicer's statement with respect to the Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person Servicer whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing PersonServicer, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person Servicer such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3), Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp Ass Back Cert Ser 2000 4)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit L), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request the Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice (in the form attached hereto as Exhibit L) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, on behalf of the Trust AdministratorFund, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Company or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Company, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Company and the Servicer without the consent of any Certificateholder, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Novastar Mortgage Funding Corp), Pooling and Servicing Agreement (NovaStar Mortgage Funding Trust, Series 2005-2)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 11.06 hereof a written notice (an “Advance Facility Notice”) (in the form attached hereto as Exhibit K), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.26, upon reasonable request the Indenture Trustee shall execute the acknowledgment of the Advancing PersonAdvance Facility Notice, as prepared by the Trust Administrator shall execute a letter of acknowledgment, Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice (in the form attached hereto as Exhibit K) acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and reimbursed, the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Indenture Trustee, on behalf of the Trust AdministratorFund, rather than the Servicer, the Advancing Person’s wire transfer instructions, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement7.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 11.06 hereof. None of the Company or the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Company, the Indenture Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Indenture Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Indenture Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 5.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund5.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be5.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 5.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 8.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 8.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 5.26 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 3.265.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Indenture Trustee, the Trust Administrator Company and the Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything provided such amendment complies with Section 11.03 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Indenture Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Indenture Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NovaStar Certificates Financing LLC), Sale and Servicing Agreement (NovaStar Certificates Financing CORP)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2005-D), Pooling and Servicing Agreement (New Century Home Equity Loan Trust, Series 2005-C)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a financing or other facility (any such arrangement an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Servicer provides the Trust Administrator Trustee with notice acknowledged by the Servicer an Officers' Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers' Certificate must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Servicer or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. The Trustee shall have no responsibility to track or monitor the administration of the Advance Facility. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Certificate Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement; provided, however, such amendment shall otherwise comply with Section 13.01 hereof. All costs and expenses (including attorneys' fees) of each party hereto related to such amendment shall be borne by the Servicer without reimbursement from the Trust Fund.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Opt1), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc1)
Advance Facility. (a) Either (i) the Master Servicer or (ii) the Trust AdministratorIndenture Trustee, on behalf of the Trust FundEstate, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund Estate under this Servicing Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator Indenture Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Master Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and the Master Servicer provides the Trust Administrator Indenture Trustee with notice acknowledged by the Servicer an Officers’ Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Servicing Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person Officers’ Certificate must specify the amount of the reimbursement, the Section of this Servicing Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto Master Servicer or proof of an a Master Servicer Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a the Master Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Servicing Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust FundEstate, but instead the Master Servicer shall include remit such amounts in accordance with the applicable remittance documentation establishing the Advance Facility to the Trust Administrator made pursuant such Advancing Person or to Section 3.11(a)a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. The Trust Administrator Indenture Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Payment Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Indenture Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Servicing Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Servicing Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicerMaster Servicer, may be entered into by the Trustee, the Trust Administrator Indenture Trustee and the Master Servicer without the consent of any CertificateholderNoteholder, notwithstanding anything to the contrary in this Servicing Agreement.
Appears in 1 contract
Samples: Servicing Agreement (New Century Home Equity Loan Trust 2006-S1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11a(ii), Section 3.11(a)(iii3.11a(iii), Section 3.11a(v), Section 3.11a(vi) Section 3.11a(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11a(ii), Section 3.11(a)(iii3.11a(iii), Section 3.11a(v), Section 3.11a(vi), Section 3.11a(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Securitization Transactions Inc Ser 2003-Opt1)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of the Master Servicer and at the direction of the ServicerNIMs Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”Servicer") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Servicer makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person Servicer is entitled to reimbursement, such Advancing Person Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Servicer's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person Servicer whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Servicer by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMs Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing PersonServicer, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person Servicer such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2001-1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the prior written consent of and at the direction of the Servicer, Class A-1 Insurer is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. No consent of the Trustee, Certificateholders or any other party (other than the Class A-1 Insurer) shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Trustee at the address set forth in Section 12.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 3.26(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 3.07 hereof to reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement6.06 hereof.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.07 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Distribution Account, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 12.05 hereof. None of the Company or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Company or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Company, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Company, the Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Trustee 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.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance as set forth in Section 3.26(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund3.07, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.06(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be3.07, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis. In the event the Servicer’s Assignee shall have received some or all of an Advance reimbursement amount related to Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advancing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance reimbursement amount to each Person entitled to such portion of such Advance reimbursement amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing Advances funded by the Servicer to the extent the related Advance reimbursement amounts have not been assigned, sold or pledged to such Advancing Person or Servicer’s Assignee.
(de) In the event the Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Servicer’s right of reimbursement set forth in Section 7.02 to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(f) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Trustee, the Trust Administrator Company and the Servicer without the consent of any CertificateholderCertificateholder but with the consent of the Class A-1 Insurer, notwithstanding anything provided such amendment complies with Section 12.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances financed by, sold and/or pledged to an Advancing Person under any Advance Facility are obligations owed to the contrary in Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person; (b) the Servicer will be responsible for remitting to the Advancing Person the applicable amounts collected by it as reimbursement for Advances and/or Servicing Advances purchased or funded by the Advancing Person, subject to the provisions of this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and any Advancing Person.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Novastar Mortgage Funding Trust Series 2004-2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the Guarantor, the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) (1) under which the Master Servicer sells, assigns or pledges to the Advancing person the Master Servicer’s rights under this Agreement to be reimbursed for any Advances and/or Servicing Advances or (2) which provides that the Advancing Person may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any Advance or Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee. An Advance Facility may provide that the Master Servicer will otherwise cause the remittance of Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.23(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer’s right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person’s financing of or receipt of assignment or pledge of the right to be reimbursed for Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to Advances or Servicing Advances that were funded by an Advancing Person.
(f) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the Guarantor and the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer’s right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person’s financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Certificate Insurance Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc. Series 2005-Wcw1)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, after consultation with the Guarantor (or, if no Insured NIM Notes are outstanding, the Guarantor), is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent, after consultation with the Guarantor, to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Backed Cert Series 2003-1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility (such an arrangement, an “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may fund P&I Delinquency Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Delinquency Advances and/or Servicing Advances. No consent of the Indenture Trustee, Noteholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Indenture Trustee or the Noteholders be a third party beneficiary of any obligation of an Advancing Person to the Servicer. If the Servicer enters into an Advance Facility, the Servicer and the related Advancing Person shall deliver to the Indenture Trustee at the address set forth in Section 10.06 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advancing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 5.24(b) hereof, have the right to make withdrawals from the Collection Account pursuant to Section 5.03(b) hereof to reimburse previously unreimbursed Delinquency Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). If the Servicer enters into such an Advance Facility pursuant to this Section 3.265.24, upon reasonable request of the Advancing Person, the Trust Administrator Indenture Trustee shall execute a letter of acknowledgment, as prepared by the Servicer confirming its receipt of written notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person purchases or funds any P&I Delinquency Advance or any Servicing Advance and provides the Trust Administrator Indenture Trustee with written notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Indenture Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b5.24(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Delinquency Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorIndenture Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Indenture Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.265.24. An For the avoidance of doubt, an Advancing Person whose obligations hereunder under the Advance Facility are limited to the funding of P&I Delinquency Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed considered to be a Sub-Servicer under this Agreementsubservicer hereunder.
(b) Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Delinquency Advance reimbursement amounts hereunder from withdrawals from the Collection Account pursuant to Section 5.03(b) and (c) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Payment Account, and (ii) none of the Indenture Trustee or the Noteholders shall have any right to, or otherwise be entitled to, receive any Delinquency Advance reimbursement amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 5.03(b) and (c) hereof. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advancing Person. Written notice of such termination shall be delivered to the Indenture Trustee in the manner set forth in Section 10.06 hereof. Neither the Issuing Entity nor the Indenture Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Delinquency Advance reimbursement amount, nor, as a result of the existence of any Advance Facility, shall the Issuing Entity or the Indenture Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Delinquency Advance reimbursement amounts to the Servicer’s Assignee. The Servicer shall indemnify the Indenture Trustee, any successor Servicer and the Issuing Entity for any claim, loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Indenture Trustee or any successor Servicer, as the case may be, or failure by the successor Servicer to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Servicer shall maintain and provide to any successor Servicer and, upon request, the Indenture Trustee 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 and the Indenture Trustee, as applicable, shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer and the Indenture Trustee, as applicable, shall not be liable for any errors in such information.
(c) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Delinquency Advance or Servicing Advance as set forth in Section 5.24(a), then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund(c), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Indenture Trustee made pursuant to Section 3.11(a)5.02 to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator Indenture Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Delinquency Advances and Servicing Advances from the Distribution Payment Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Delinquency Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii5.03(b) and Section 3.11(a)(vi(c), as the case may be, had the Servicer itself funded made such P&I Delinquency Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(cd) All P&I Delinquency Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-in first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.”
Appears in 1 contract
Samples: Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this AgreementAgreement and the Trustee is further authorized, although no subject to Section 11.01, to enter into any amendment of this Agreement in connection with such facility. No such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Backed Certs Series 2001 Ff1)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of and at the direction of the Master Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this AgreementAgreement and the Trustee is further authorized, although no subject to Section 11.01, to enter into any amendment of this Agreement in connection with such facility. No such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Person's statement with respect to the Section of this Agreement permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp First Franklin Mort Ln Tr 2000 Ff1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 102
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Sec Inc Asset Backed Pas THR Cer Ser 2003-Wi)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of The Trustee and the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the Guarantor, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the Guarantor shall not withhold its consent to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Tr 2001-3 as-BCKD Cert Ser 2001-3)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement 117 pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Master Servicer prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) the Servicer or (ii) the The Trust Administrator, on behalf of the Trustee and the Trust Fund, with the consent of and at the direction of the ServicerMaster Servicer and with the consent of the NIMS Insurer, after consultation with the Guarantor (or, if no Insured NIM Notes are outstanding, the Guarantor), is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided 's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent, after consultation with the Guarantor, to the Trust Fund's entering into such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under any Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements specified or for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into amount specified by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mort Loan Trust 2002-1as Back Cert Ser 2002-1)
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility Advancing Facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(iv), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing advance facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust, Series 2005-Opt4)
Advance Facility. (a) Either (i) the Servicer or (ii) the The Trust Administrator, Administrator on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator and the Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.28. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular Advance or Servicing Advance, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trust Administrator is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to Notwithstanding the foregoing, an Advancing Person such portion of the Servicing Fee as the parties is not entitled to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and from the Servicer without Distribution Account for any unreimbursed Advances from funds held in the consent of any Certificateholder, notwithstanding anything to the contrary in this AgreementCollection Account for future distribution.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Salomon Bros Mort Sec Vii Sal Home Equ Ln Tr Ser 2002 Wmc1)
Advance Facility. (a) Either (i) The Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(iv), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.,
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pas THR Cert Ser 2003 WMC)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person (an "Advancing Person") (1) under which the Master Servicer sells, assigns or pledges to the Advancing person the Master Servicer's rights under this Agreement to be reimbursed for any Advances and/or Servicing Advances or (2) which provides that such the Advancing Person (an “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance or is assigned the right to be reimbursed for any Advance or Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement.. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility. 105
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee. An Advance Facility may provide that the Master Servicer will otherwise cause the remittance of Advance and/or Servicing Advance reimbursement amounts to the Advancing Person, in which case the foregoing sentences in this Section 3.23(b) shall not apply.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of or receipt of assignment or pledge of the right to be reimbursed for Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) None of the Trust Fund, any party to this Agreement or any other Person shall have any right or claim (including without limitation any right of offset or recoupment) to any amounts allocable under this Agreement to the reimbursement of Advances or Servicing Advances that have been assigned, conveyed or pledged to an Advancing Person, or that relate to Advances or Servicing Advances that were funded by an Advancing Person.
(f) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 106
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, The Trustee on behalf of the Trust Fund, with the consent of the Master Servicer and at the direction of the ServicerNIMs Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”Servicer") may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds Servicer makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person Servicer is entitled to reimbursement, such Advancing Person Servicer shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person Servicer must specify the amount of the reimbursement, the reimbursement and must specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided Servicer's statement with respect to the amount of any reimbursement pursuant to this Section 3.263.29 and with respect to the Advancing Servicer's statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person Servicer whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Servicer by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMs Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi) Section 3.11(vii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing PersonServicer, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.11(ii), Section 3.11(a)(iii3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) and or Section 3.11(a)(vi4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.such
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Ln Trust Asset Back Certs Ser 2001-3)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 100
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asset Back Pass THR Cer Se 03 12)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certifiates, without regard to the Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) the The Master Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular P&I Advance or Servicing Advance as set forth in Section 3.26(a), then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Floating Rate Mort Pass Through Cert Series 2000-1)
Advance Facility. (a) Either (i) 2.4.1 Xxxxxx Xxx from time to time upon the Servicer or (ii) the Trust Administrator, on behalf request of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized Nationstar will authorize Nationstar to enter into a facility with any Person which provides that such Person (an “Advance Facility”) with an agreed upon financial institution (“the Advancing Person”) ), which Advance Facility will provide that such Advancing Person will agree to fund some or all of the advances required to be made on Xxxxxx Xxx Rights subject to this Agreement in accordance with Servicing Standards, including, without limitation, servicing advances, delinquency advances and advances required to be made by Nationstar in connection with the reclassification of a delinquent mortgage or the removal of a delinquent mortgage from Fannie Mae’s active accounting records or an MBS pool (each an “Advance” and collectively “Advances”), provided that the terms and conditions of any agreements documenting such Advance Facility are on terms and conditions that are consistent with Advance Facilities that Xxxxxx Xxx has approved in the past or on such other reasonable terms and conditions to which Xxxxxx Xxx agrees. Nationstar may fund P&I Advances and/or Servicing Advances pledge or assign its rights to be reimbursed for Advances, directly or indirectly, to the Trust Fund under this AgreementAdvancing Person, although no such facility Advance Facility shall reduce or otherwise affect the ServicerFannie Mae’s and Nationstar’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited who merely funds Advances, or who merely receives an assignment or pledge of Nationstar’s rights to the funding of P&I Advances and/or Servicing Advances be reimbursed for Advances, shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementthe Servicing Guide.
2.4.2 If Xxxxxx Xxx agrees to a third party Advance Facility, (bi) If an advancing facility is entered into, then the Servicer shall not Xxxxxx Xxx may agree that Nationstar will be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator made pursuant to Section 3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing Person, reimbursements responsible for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly remitting to the Advancing Person such portion the applicable amounts collected by Nationstar as reimbursement for Advances funded by the Advancing Person; (ii) Xxxxxx Xxx shall have no responsibility to track or monitor the administration of the Servicing Fee as financing arrangement between the parties Nationstar and any Advancing Person; and (iii) Xxxxxx Xxx may agree that Xxxxxx Xxx will not set off or net any claims it might have against Nationstar or any affiliate of Nationstar, or payments due to Xxxxxx Xxx from Nationstar or any advancing facility agree in writing.
(c) All P&I Advances and Servicing affiliate of Nationstar, from reimbursements Xxxxxx Xxx owes to Nationstar or any affiliate of Nationstar, on account of Advances made pursuant to by Nationstar on the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect Mortgage Loans in the terms case of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreementwith an Advancing Person.
Appears in 1 contract
Samples: Strategic Relationship Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust FundThe Master Servicer, with the consent of and at the direction of the ServicerNIMs Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed hereof.. If the terms of a facility proposed to be a Sub-entered into with an Advancing Servicer under this Agreementby the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMs Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular P&I Advance or Servicing Advance as set forth in Section 3.26(a), then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Float Rate Mort Pa Th Cer Ser 2001-1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advance Facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section 3.11(a)(vii) Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing advance facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.. 103
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Accep Corp Ast Back Certs Ser 2003-3)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the 107 applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) the The Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable 100 request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Servicer, and include the Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility Advancing Facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(iv), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be, had the Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing advance facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc Series 2004-Opt1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.29, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.29(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.29. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If an advancing facility Advancing Facility is entered into, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section 3.11(a)(vii) Section 3.11(a)(viii) and Section 3.11(a)(vi4.04(b) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingagree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-first out” " (FIFO) basis.
(d) Any amendment to this Section 3.26 3.29 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 3.263.29, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Acceptance Corp Asset Back Cert Ser 2003 2)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the 113 Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.. 115
Appears in 1 contract
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust FundTrust, with the consent of and at the direction of the ServicerServicer and with the consent of the NIMS Insurer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund P&I make all or a portion of the Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, the reimbursement and shall specify which Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facilityreimbursed. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and Trustee shall be entitled to rely without independent investigation on the Advancing Person’s notice provided statement with respect to the amount of any reimbursement pursuant to this Section 3.263.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer Sub‑Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer Sub‑Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust’s entering into such facility.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Servicer prior to the remittance to the Trust FundTrust, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Sxxxxxxxx Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first in‑first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-11)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the NIMS Insurer and written confirmation from each Rating Agency that the amendment will not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (and with respect to the Insured Certificates, without regard to the Certificate Insurance Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) the The Master Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.26. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Sub- Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreementhereof.
(b) If an advancing facility Advancing Person is entered intoentitled to reimbursement for any particular P&I Advance or Servicing Advance as set forth in Section 3.26(a), then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) prior to the remittance to the Trust Fundor Section 3.11(a)(ix), but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.10(b) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the an Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and ), Section 3.11(a)(vi) or Section 3.11(a)(ix), as the case may be, had the Master Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Floating Rate Mort Pass Through Cert Series 2000-1)
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the Guarantor, the NIMS Insurer and at the direction Master Servicer in the case of the ServicerTrustee, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility Advance Facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the Guarantor and the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Advance Facility. (a) Either (i) The Master Servicer and/or the Servicer or (ii) the Trust Administrator, Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and at the direction Certificate Insurer and in the case of the Trustee, the Master Servicer, is hereby authorized to enter into a facility (an "Advance Facility") with any Person which provides that such Person (an “"Advancing Person”") may fund P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Master Servicer’s 's obligation to fund such P&I Advances and/or Servicing Advances. If the Master Servicer enters into such an Advance Facility pursuant to this Section 3.263.23, upon reasonable request of the Advancing Person, the Trust Administrator Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursementreimbursement directly from the Trustee pursuant to the terms of the Advance Facility, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.23(b). Such notice from the Advancing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust AdministratorTrustee, rather than the Master Servicer, and include the Master Servicer’s 's acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s 's notice provided pursuant to this Section 3.263.23. An Advancing Person whose obligations hereunder are limited to the funding of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 3.02 6.06 hereof and will shall not be deemed to be a Sub-Sub- Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then neither the Certificate Insurer nor the NIMS Insurer shall withhold its consent to the Trust Fund's entering such facility.
(b) If If, pursuant to the terms of the Advance Facility, an advancing facility Advancing Person is entered intoentitled to reimbursement directly from the Trustee, then the Master Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii), Section 3.05(a)(v) and or Section 3.11(a)(vi3.05(a)(vii) prior to the remittance to the Trust Fund, but instead the Master Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a)3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account Account, to the extent permitted under the terms of the Advance Facility, to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii3.05(a)(ii), Section 3.11(a)(iii3.05(a)(iii) and or Section 3.11(a)(vi3.05(a)(v), as the case may be, had the Master Servicer itself funded such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree to in writingwriting delivered to the Trustee.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “"first in-in first out” " (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section 7.01, the Advancing Person shall succeed to the terminated Master Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of such Advancing Person's financing of Advances or Servicing Advances hereunder then remaining unreimbursed.
(e) Any amendment to this Section 3.26 3.23 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 3.263.23, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Trust Administrator Trustee and the Master Servicer without the consent of any CertificateholderCertificateholder but with the consent of the Certificate Insurer and the NIMS Insurer and written confirmation from each Rating Agency that the amendment shall not result in the reduction or withdrawal of the then-current ratings of any outstanding Class of Certificates (without regard to the Certificate Insurance Policy) or any other notes secured by collateral which includes all or a portion of the Class CE Certificates, the Class P Certificates and/or the Residual Certificates, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Securities Inc Asset Back Pass THR Certs Ser 2004 W3)
Advance Facility. (a) Either (i) the Servicer or (ii) the Trust AdministratorThe Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the ServicerServicer and with the consent of the Guarantor, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Person”) may fund make all or a portion of the P&I Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such P&I Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Person, the Trust Administrator shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trust Administrator enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Person funds makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trust Administrator Trustee with notice acknowledged by the Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b3.27(b). Such notice from the Advancing Person must shall specify the amount of the reimbursement, reimbursement and shall specify which Section of this Agreement permits the applicable P&I Advance or Servicing Advance to be reimbursed. The Trustee shall be entitled to rely without independent investigation on the Advancing Person’s statement with respect to the amount of any reimbursement pursuant to this Section 3.27 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trust Administrator, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trust Administrator shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Person and shall be entitled to rely without independent investigation on the Advancing Person’s notice provided pursuant to this Section 3.26reimbursed. An Advancing Person whose obligations hereunder are limited to the funding making of P&I Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 Article VI hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the terms of a facility proposed to be entered into with an Advancing Person by the Trust Fund would not materially and adversely affect the interests of any Certificateholder, then the Guarantor shall not withhold its consent, to the Trust Fund’s entering into such facility.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 3.11(a)(ii), Section 3.11(a)(iii3.27(a) above and Section 3.11(a)(vi) acknowledged by the Servicer prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trust Administrator Trustee made pursuant to Section 3.11(a3.10(a). The Trust Administrator Trustee is hereby authorized to pay to the Advancing Person, Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, specified Sections had the Servicer itself funded made such P&I Advance or Servicing Advance. The Trust Administrator Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writingmay agree.
(c) All P&I Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 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 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Trust Administrator and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Sec Corp Pass Through Certificates Ser 2002-He3)