Common use of Appointment of Master Servicer Clause in Contracts

Appointment of Master Servicer. The Purchaser may, in its sole discretion from time to time, engage a master servicer (the “Master Servicer”) to assist the Purchaser in the supervision of the performance by the Seller of its obligations and responsibilities arising under this Agreement. In the event that the Purchaser so appoints a Master Servicer, the Purchaser shall provide written notice thereof to the Seller. From the date of such notice until such time as the Seller receives written notice from the Purchaser that it has terminated or replaced such Master Servicer, the Seller shall deliver all notices, reports and remittances that the Seller is obligated to deliver to the Purchaser under this Agreement directly to the Master Servicer named in such notice (or to any successor master servicer named in any subsequent written notice received from the Purchaser). The Master Servicer, acting on behalf of the Purchaser, shall have the benefit of the covenants and agreements of the Seller under this Agreement and the Master Servicer, acting on behalf of the Purchaser, shall have the same rights as the Purchaser to enforce the obligations of the Seller arising under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of the Seller under this Agreement upon the occurrence of an Event of Default as provided in this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Purchaser under this Agreement; and in connection with the performance of the Master Servicer’s duties hereunder the Seller agrees that the Master Servicer shall be entitled to all of the rights, protections, indemnities and limitations of liability afforded to the Purchaser under this Agreement. The Purchaser hereby appoints Aurora Loan Services LLC as its initial Master Servicer hereunder.

Appointment of Master Servicer. The Purchaser may, in its sole discretion from time to time, engage a master servicer (the “"Master Servicer”") to assist the Purchaser in the supervision of the performance by the Seller Company of its obligations and responsibilities arising under this Agreement. In the event that the Purchaser so appoints a Master Servicer, the Purchaser shall provide written notice thereof to the SellerCompany. From the date of such notice until such time as the Seller Company receives written notice from the Purchaser that it has terminated or replaced such Master Servicer, the Seller Company shall deliver all notices, reports and remittances that the Seller Company is obligated to deliver to the Purchaser under this Agreement directly to the Master Servicer named in such notice (or to any successor master servicer named in any subsequent written notice received from the Purchaser). The Master Servicer, acting on behalf of the Purchaser, shall have the benefit of the covenants and agreements of the Seller Company under this Agreement and the Master Servicer, acting on behalf of the Purchaser, shall have the same rights as the Purchaser to enforce the obligations of the Seller Company arising under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of the Seller Company under this Agreement upon the occurrence of an Event of Default as provided in this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Purchaser under this Agreement; and in connection with the performance of the Master Servicer’s 's duties hereunder the Seller Company agrees that the Master Servicer shall be entitled to all of the rights, protections, indemnities and limitations of liability afforded to the Purchaser under this Agreement. The Purchaser hereby appoints Aurora Loan Services LLC Inc. as its initial Master Servicer hereunder.

Appointment of Master Servicer. (a) The Purchaser mayservicing, in its sole discretion administering and collection of the Trust Estate Receivables shall be conducted by the Master Servicer designated from time to time, engage a master servicer time in accordance with this Section. Until the Trustee (acting upon the direction of the Noteholders) gives notice (the “Master Servicer”"Successor Notice") to assist the Purchaser in Borrower and the supervision Master Servicer of the performance by the Seller designation of its obligations and responsibilities arising under this Agreement. In the event that the Purchaser so appoints a new Master Servicer, TWRI is hereby designated as, and hereby agrees to perform the Purchaser duties and obligations of, Master Servicer in accordance with the terms of this Indenture. The Trustee and the Noteholders agree not to provide the Borrower and the Master Servicer with a Successor Notice unless an Event of Master Servicer Termination shall provide have occurred and be continuing and shall remain unremedied for five Business Days after written notice thereof shall have been given to the Seller. From the date of such notice until such time as the Seller receives written notice from the Purchaser that it has terminated or replaced such Master Servicer, the Seller shall deliver all notices, reports Borrower and remittances that the Seller is obligated to deliver to the Purchaser under this Agreement directly to the Master Servicer named in such notice by the Trustee. (b) Upon receipt of a Successor Notice or to any successor master servicer named in any subsequent written notice received from the Purchaser). The Master Servicer, acting on behalf upon resignation of the Purchaser, shall have the benefit of the covenants and agreements of the Seller under this Agreement and the Master Servicer, acting on behalf of the Purchaser, shall have the same rights as the Purchaser to enforce the obligations of the Seller arising under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of the Seller under this Agreement upon the occurrence of an Event of Default as provided in this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any pursuant to Section 5.1(c), the Master Servicer will take such actions as are necessary to best facilitate the transition of the obligations of the Purchaser under this Agreement; and in connection with the performance of the Master Servicer’s 's activities to the new Master Servicer and the Borrower and Master Servicer shall assist the new Master Servicer to assume and perform the duties hereunder of the Seller Master Servicer hereunder. Without limiting the foregoing, the Master Servicer agrees that that: (i) the Trustee, at the direction of the Noteholder, may direct some or all of the Obligors to make payment of all amounts payable under any Trust Estate Receivables directly to the Trustee, to the new Master Servicer or through a lockbox account designated by the Trustee; (ii) the Master Servicer shall at the Master Servicer's expense, give notice of the Trustee's security interest in the Trust Estate Receivables to each Obligor and direct that payments be entitled made directly to the Trustee, to the new Master Servicer or through a lockbox account designated by the Trustee; (iii) the Master Servicer shall (A) assemble all of the rightsdocuments, protectionsinstruments and other records (including, indemnities without limitation, computer programs, tapes and limitations of liability afforded disks) in its possession which evidence the Trust Estate Receivables, the related Receivable Documents, or which are otherwise necessary or desirable to collect such Trust Estate Receivables, and shall make the same available to the Purchaser Trustee or the new Master Servicer at a place selected by the Trustee, (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Trustee and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Trustee, the new Master Servicer or the Collection Account, as the case may be, and (C) permit the successor Master Servicer and its agents, employees and assignees access to its facilities and its books, records, documents and instruments including, without limitation, computer programs, tapes and disks related to the Trust Estate Receivables; and (iv) the Trustee or any new Master Servicer is authorized to take any and all steps in the Seller's name and on behalf of the Seller necessary or desirable, in the Trustee's determination, to collect all amounts due under the Trust Estate Receivables, including, without limitation, endorsing the Borrower's name on checks and other instruments representing payments on the Trust Estate Receivables and enforcing such Trust Estate Receivables and the related Receivable Documents. (c) The Master Servicer's authorization to act as servicer of the Trust Estate Receivables under this Agreement. The Purchaser hereby appoints Aurora Loan Services LLC Indenture shall terminate on the first day following the Commitment Termination Date on which (i) the Outstanding Principal Amount of the Notes shall be reduced to zero and (ii) all obligations hereunder shall have been fully paid and performed. (d) TWRI acknowledges that the Trustee and the Noteholders have relied on TWRI's agreement to act as its the initial Master Servicer hereunder.hereunder in their respective decisions to execute and deliver the Warehouse Facility Documents. TWRI agrees not to resign as Master Servicer and, until any Successor Notice shall have been delivered to TWRI, to continue to perform all of the duties of the Master Servicer hereunder unless it shall have determined that the performance of such duties shall no longer be permitted by applicable law