Servicing Programs No license or approval is required for the Administrative Agent’s use of any software or other computer program used by the Servicer, any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.
INTERIM ASSET SERVICING ARRANGEMENT With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:
Subservicing Accounts In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be an Eligible Account and shall otherwise be acceptable to the Servicer. The Subservicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Subservicer's receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less its servicing compensation to the extent permitted by the Subservicing Agreement, and shall thereafter deposit such amounts in the Subservicing Account, in no event more than two Business Days after the deposit of such funds into the clearing account. The Subservicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Subservicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Subservicer receives such payments.
Special Servicing Procedures In addition to the duties applicable to the Special Servicer under the Servicing Agreement, the following procedures shall be applicable and followed by the Special Servicer and the Sponsor prior to the Special Servicing Crossover Date: (a) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and involve a Foreclosure of the related Bond Mortgage and a shortfall of amounts available from such action to redeem in full the outstanding principal of the related outstanding Bonds, the Special Servicer shall provide written notice of such action and the amount of such principal shortfall to Freddie Mac. In accordance with its Credit Enhancement, Freddie Mac shall, contemporaneously with the application of the proceeds of the Asset Resolution to pay the redemption price of the related outstanding Bonds in part to the extent of such proceeds, declare a Release Event with respect to such Bonds in the amount of the aforementioned principal shortfall and shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledged Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement. (b) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve a Foreclosure of the related Bond Mortgage and a shortfall of amounts available from such action to redeem in full the outstanding principal of the related outstanding Bonds, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Release Event with respect to such Bonds in the amount of the aforementioned principal shortfall and the Release Purchase Price so payable shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement, and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement. (c) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and which Asset Resolution involves the execution of a work-out agreement pursuant to which the related Bond Mortgage Loan and Bonds are modified to write-down the outstanding principal thereof, the Special Servicer shall provide written notice to Freddie Mac of such action. In accordance with its Credit Enhancement, Freddie Mac shall, contemporaneously with the execution of such work-out agreement to effect such principal write-down, declare a Release Event with respect to such Bonds in the amount of the aforementioned principal write-down and shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement. (d) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve the execution of a work-out agreement pursuant to which the related Bond Mortgage Loan and Bonds are modified to write-down the outstanding principal thereof in an amount necessary in order to achieve Stabilization, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Release Event with respect to such Bonds in such amount necessary in order for such Mortgaged Property to achieve Stabilization and the Release Purchase Price so payable shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement. (e) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and involve a sale of such Bonds and a shortfall of amounts available from such action to fund the related Release Purchase Price, the Special Servicer shall provide written notice of such action and the amount of such shortfall to Freddie Mac. Freddie Mac shall declare a Sponsor-funded Release Event with respect to a portion of such Bonds in the amount of the sale proceeds of such Bonds and a Freddie Mac-funded Release Event with respect to a portion of such Bonds in the amount of the aforementioned shortfall. The proceeds from the sale of such Bonds shall fund the applicable Release Purchase Price and be applied to pay down Class A Certificates in accordance with the related Series Certificate Agreement and Freddie Mac shall fund the amount of the applicable Release Purchase Price corresponding to the shortfall pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledged Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently withdrawn from the related Series Certificate Agreement and delivered to the Special Servicer to effect the sale of such Bonds. (f) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve a sale of such Bonds and a shortfall of amounts available from such action to fund the related Release Purchase Price, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Sponsor-funded Release Event with respect to a portion of such Bonds in the amount of the sale proceeds of such Bonds and a Sponsor-funded Release Event with respect to such Bonds in the amount of the aforementioned shortfall. The proceeds from the sale of such Bonds shall fund the applicable Release Purchase Price and be applied to pay down Class A Certificates in accordance with the related Series Certificate Agreement. The Release Purchase Price with respect to such shortfall shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement, and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event also to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price related to the shortfall pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently withdrawn from the related Series Certificate Agreement and delivered to the Special Servicer to effect the sale of such Bonds.
Liquidity Risk Measurement Services Not Applicable.
Master Servicer to Service Mortgage Loans For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan servicers. In connection with such servicing and administration, the Master Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds (which, for the purpose of this Section, includes any Subsequent Recoveries), and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee and the Certificateholders under this Agreement. The Master Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Master Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans to the extent that the Master Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Master Servicer. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
General Servicing Procedures Section 6.01
FTPS Unit Servicing Agent FTP Services LLC acts as record keeper, shareholder servicing agent and distribution agent for Units which are purchased and sold through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC. ("FTPS Units"). (a) The FTPS Unit Servicing Agent shall perform all of the duties with respect to recordkeeping of FTPS Units and FTPS Unit holders, distributions, redemption of FTPS Units and communications to and with FTPS Unit holders listed below. (1) The FTPS Unit Servicing Agent shall keep proper books of record and account of all of the transactions in the FTPS Units of each Trust under this Indenture at its corporate office, including a record of the name and address of, and the FTPS Units issued by each Trust and held by, every FTPS Unit holder, and such books and records of each Trust shall be made available to the Trustee and the Depositor promptly upon request and open to inspection by any FTPS Unit holder of such Trust, with respect to such FTPS Unit holders transactions, at all reasonable times during usual business hours. Without limiting the foregoing, the FTPS Unit Servicing Agent shall make any records or documents described in Reg. 270.31(a)-1 under the Investment Company Act of 1940 available promptly to the Trustee and the Depositor upon request during usual business hours and will preserve such records and documents for the periods prescribed in Reg. 270.31 (a) 2 thereunder. (2) The FTPS Unit Servicing Agent shall distribute on or shortly after the Distribution Dates specified in the Trust Agreement to each FTPS Unit holder of record on its books on the Record Date for each such Distribution Date specified in the Trust Agreement such FTPS Unit holder's distribution as computed under the Standard Terms and Conditions of Trust. (3) In connection with such distributions set forth above, the FTPS Unit Servicing Agent shall furnish a Distribution Statement to FTPS Unit holders of record on its books. The content and frequency of such Distribution Statements shall in no respect be less detailed or frequent than that specified in Section 3.06 of the Standard Terms and Conditions of Trust.
Subservicer Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer.
Servicers to Service Mortgage Loans For and on behalf of the Certificateholders, the NMC Servicer shall service and administer the NMC Mortgage Loans, the BAFSB Servicer shall service and administer the BAFSB Mortgage Loans and the BANA Servicer shall service and administer the BAFSB Mortgage Loans, all in accordance with the terms of this Agreement, Customary Servicing Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In connection with such servicing and administration, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan it services. Each Servicer shall represent and protect the interests of the Trust in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when such Servicer or any Subservicer, as the case may be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the direction of the related Servicer, shall promptly execute such documents and deliver them to the related Servicer. In accordance with the standards of the preceding paragraph, each Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing Advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. The costs incurred by the Servicers, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The relationship of each Servicer (and of any successor to any Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.