Common use of Master Servicer; Servicer's Guide Clause in Contracts

Master Servicer; Servicer's Guide. (a) The Owner has appointed Aurora Loan Services Inc., or such other master servicer as may be identified in a Transfer Notice, to act as master servicer of the Mortgage Loans. The Servicer shall correspond, communicate and report solely to the Master Servicer, as if the Master Servicer were the "Owner" hereunder. All amounts due to the Owner under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer's instructions. Furthermore, the Master Servicer shall have all rights as designee of the Owner to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall have the right to rely on all such waivers and consents. The Master Servicer shall be empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered the same. The Master Servicer may, at any time, without the Servicer's consent, direct in writing that all or part of the functions of the Master Servicer be performed by another entity designated by the Master Servicer for such functions and time periods as the Master Servicer deems appropriate. The Owner may, at any time (but subject to any agreements between the Owner and the Master Servicer), without the Servicer's consent, appoint a successor master servicer to act as master servicer with respect to some or all of the Mortgage Loans serviced by the Servicer hereunder. In such case, any successor Master Servicer has the right to assume the Master Servicer's rights and obligations and to enforce Servicer's obligations hereunder. (b) Upon thirty (30) days' prior written notice to the Servicer, the Master Servicer may publish a Servicer's Guide (as the same may be modified or amended from time to time, the "Servicer's Guide"), which shall set forth various terms, provisions and procedures governing the administration and servicing of the Mortgage Loans; provided, that the Servicer's Guide shall not materially and adversely increase the obligations of the Servicer arising under this Agreement. If the Servicer does not notify the Master Servicer in writing within such thirty (30) day period that the Servicer objects to the Servicer's Guide or any provisions thereof, the Servicer shall be deemed to have agreed to be bound and abide by the procedures, terms and conditions set forth in the Servicer's Guide. Thereafter, the Master Servicer may amend the Servicer's Guide from time to time to: (i) correct ambiguous or erroneous provisions; (ii) make changes necessary or helpful to maintain compliance with Acceptable Servicing Practices; or (iii) make such other modifications that the Master Servicer deems advisable that do not materially and adversely increase the obligations of, or decrease the benefits to, the Servicer. Each such amendment will be made by means of a written notice to the Servicer. The written notice will specify the terms of the amendment and the effective date. If the Servicer does not notify the Master Servicer in writing that the Servicer objects to such amendment prior to the proposed effective date specified in the Notice, the Servicer shall be deemed to have agreed to the amendment, and such amendment shall automatically become effective without any further notice or action on the part of the Master Servicer or the Servicer. Amendments to the Servicer's Guide shall be made with the consent of the Owner of the Mortgage Loans, which consent shall not unreasonably be withheld or delayed; provided, that the failure of the Master Servicer to obtain the consent of the Owner to any amendment shall not impair the enforceability of any such amendment against the Servicer. To the extent of any conflict between the express provisions of this Agreement and the provisions of the Servicer's Guide, the express provisions of this Agreement shall control. The failure by the Servicer to perform obligations under the Servicer's Guide shall constitute an Event of Default under this Agreement.

Master Servicer; Servicer's Guide. (a) The Owner has appointed Aurora Loan Services Inc., or such other master servicer as may be identified in a Transfer Notice, to act as master servicer of the Mortgage Loans. The Servicer shall correspond, communicate and report solely to the Master Servicer, as if the Master Servicer were the "Owner" hereunder. All amounts due to the Owner under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer's instructions. Furthermore, the Master Servicer shall have all rights as designee of the Owner to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall have the right to rely on all such waivers and consents. The Master Servicer shall be empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered the same. The Master Servicer may, at any time, without the Servicer's consent, direct in writing that all or part of the functions of the Master Servicer be performed by another entity designated by the Master Servicer for such functions and time periods as the Master Servicer deems appropriate. The Owner may, at any time (but subject to any agreements between the Owner and the Master Servicer), without the Servicer's consent, appoint a successor master servicer to act as master servicer with respect to some or all of the Mortgage Loans serviced by the Servicer hereunder. In such case, any successor Master Servicer has the right to assume the Master Servicer's rights and obligations and to enforce Servicer's obligations hereunder. (b) Upon thirty (30) days' prior written notice to the Servicer, the Master Servicer may publish a Servicer's Guide (as the same may be modified or amended from time to time, the "Servicer's Guide"), which shall set forth various terms, provisions and procedures governing the administration and servicing of the Mortgage Loans; provided, that the Servicer's Guide shall not materially and adversely increase the obligations of the Servicer arising under this Agreement. If the Servicer does not notify the Master Servicer in writing within such thirty (30) day period that the Servicer objects to the Servicer's Guide or any provisions thereof, the Servicer shall be deemed to have agreed to be bound and abide by the procedures, terms and conditions set forth in the Servicer's Guide. Thereafter, the Master Servicer may amend the ServicerService's Guide from time to time to: (i) correct ambiguous or erroneous provisions; (ii) make changes necessary or helpful to maintain compliance with Acceptable Servicing Practices; or (iii) make such other modifications that the Master Servicer deems advisable that do not materially and adversely increase the obligations of, or decrease the benefits to, the Servicer. Each such amendment will be made by means of a written notice to the Servicer. The written notice will specify the terms of the amendment and the effective date. If the Servicer does not notify the Master Servicer in writing that the Servicer objects to such amendment prior to the proposed effective date specified in the Notice, the Servicer shall be deemed to have agreed to the amendment, and such amendment shall automatically become effective without any further notice or action on the part of the Master Servicer or the Servicer. Amendments to the Servicer's Guide shall be made with the consent of the Owner of the Mortgage Loans, which consent shall not unreasonably be withheld or delayed; provided, that the failure of the Master Servicer to obtain the consent of the Owner to any amendment shall not impair the enforceability of any such amendment against the Servicer. To the extent of any conflict between the express provisions of this Agreement and the provisions of the Servicer's Guide, the express provisions of this Agreement shall control. The failure by the Servicer to perform obligations under the Servicer's Guide shall constitute an Event of Default under this Agreement.

Master Servicer; Servicer's Guide. (a) The Owner has appointed Aurora Loan Services Inc., or such other master servicer as may be identified in a Transfer Notice, to act as master servicer of the Mortgage Loans. The Servicer shall correspond, communicate and report solely to the Master Servicer, as if the Master Servicer were the "Owner" hereunder. All amounts due to the Owner under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer's instructions. Furthermore, the Master Servicer shall have all rights as designee of the Owner to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or -40- consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall have the right to rely on all such waivers and consents. The Master Servicer shall be empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered the same. The Master Servicer may, at any time, without the Servicer's consent, direct in writing that all or part of the functions of the Master Servicer be performed by another entity designated by the Master Servicer for such functions and time periods as the Master Servicer deems appropriate. The Owner may, at any time (but subject to any agreements between the Owner and the Master Servicer), without the Servicer's consent, appoint a successor master servicer to act as master servicer with respect to some or all of the Mortgage Loans serviced by the Servicer hereunder. In such case, any successor Master Servicer has the right to assume the Master Servicer's rights and obligations and to enforce Servicer's obligations hereunder. (b) Upon thirty (30) days' prior written notice to the Servicer, the Master Servicer may publish a Servicer's Guide (as the same may be modified or amended from time to time, the "Servicer's Guide"), which shall set forth various terms, provisions and procedures governing the administration and servicing of the Mortgage Loans; provided, that the Servicer's Guide shall not materially and adversely increase the obligations of the Servicer arising under this Agreement. If the Servicer does not notify the Master Servicer in writing within such thirty (30) day period that the Servicer objects to the Servicer's Guide or any provisions thereof, the Servicer shall be deemed to have agreed to be bound and abide by the procedures, terms and conditions set forth in the Servicer's Guide. Thereafter, the Master Servicer may amend the Servicer's Guide from time to time to: (i) correct ambiguous or erroneous provisions; (ii) make changes necessary or helpful to maintain compliance with Acceptable Servicing Practices; or (iii) make such other modifications that the Master Servicer deems advisable that do not materially and adversely increase the obligations of, or decrease the benefits to, the Servicer. Each such amendment will be made by means of a written notice to the Servicer. The written notice will specify the terms of the amendment and the effective date. If the Servicer does not notify the Master Servicer in writing that the Servicer objects to such amendment prior to the proposed effective date specified in the Notice, the Servicer shall be deemed to have agreed to the amendment, and such amendment shall automatically become effective without any further notice or action on the part of the Master Servicer or the Servicer. Amendments to the Servicer's Guide shall be made with the consent of the Owner of the Mortgage Loans, which consent shall not unreasonably be withheld or delayed; provided, that the failure of the Master Servicer to obtain the consent of the Owner to any amendment shall not impair the enforceability of any such amendment against the Servicer. To the extent of any conflict between the express provisions of this Agreement and the provisions of the Servicer's Guide, the express provisions of this Agreement shall control. The failure by the Servicer to perform obligations under the Servicer's Guide shall constitute an Event of Default under this Agreement.