Common use of Master Servicing; Reports and Assessments; Termination of Servicer Clause in Contracts

Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner under the Servicing Agreement to enforce the obligations of the Servicer under the Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon an unremedied Event of Default, as provided in Section 6.1 of the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner under the Servicing Agreement prior to the Effective Date; it being understood that the Trust shall remain primarily liable for all obligations of “Owner” pursuant to the Servicing Agreement and this Agreement as of the Effective Date. The parties to the Pooling and Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, to perform the obligations of the Owner with respect to the Servicing Agreement and this Agreement.

Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner Purchaser under the Purchase and Servicing Agreement to enforce the obligations of the Servicer under the Purchase and Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Purchase and Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon an unremedied Event of Default, as provided in Section 6.1 7.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner Purchaser under the Purchase and Servicing Agreement prior to the Effective DateAgreement; it being understood that the Trust shall remain primarily liable for all obligations of “Owner” "Purchaser" pursuant to the Purchase and Servicing Agreement and this Agreement as of the Effective Date. The parties to the Pooling Sale and Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling Sale and Servicing Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, trust fund's designee to perform the obligations of the Owner Purchaser with respect to the Purchase and Servicing Agreement and this Agreement.

Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner Purchaser under the Purchase and Servicing Agreement to enforce the obligations of the Servicer under the Purchase and Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Purchase and Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon an unremedied Event of Default, as provided in Section 6.1 7.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner Purchaser under the Purchase and Servicing Agreement prior to the Effective Date; it being understood that the Trust shall remain primarily liable for all obligations of “OwnerPurchaser” pursuant to the Purchase and Servicing Agreement and this Agreement as of the Effective Date. The parties to the Pooling and Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, to perform the obligations of the Owner Purchaser with respect to the Purchase and Servicing Agreement and this Agreement.

Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner Purchaser under the Purchase and Servicing Agreement to enforce the obligations of the Servicer under the Purchase and Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Purchase and Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon an unremedied Event of Default, as provided in Section 6.1 7.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner Purchaser under the Purchase and Servicing Agreement prior to the Effective DateAgreement; it being understood that the Trust shall remain primarily liable for all obligations of “OwnerPurchaser” pursuant to the Purchase and Servicing Agreement and this Agreement as of the Effective Date. The parties to the Pooling and Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, trust fund’s designee to perform the obligations of the Owner Purchaser with respect to the Purchase and Servicing Agreement and this Agreement.

Master Servicing; Reports and Assessments; Termination of Servicer. The Servicer shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner Purchaser under the Purchase and Servicing Agreement to enforce the obligations of the Servicer under the Purchase and Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Purchase and Servicing Agreement shall be delivered to the Master Servicer, and where such documents are required to be addressed to any party other than the Servicer, such addressee(s) shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon an unremedied Event of Default, as provided in Section 6.1 14.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner Purchaser under the Purchase and Servicing Agreement prior to the Effective DateAgreement; it being understood that the Trust shall remain primarily liable for all obligations of “OwnerPurchaser” pursuant to the Purchase and Servicing Agreement and this Agreement as of the Effective Date. The parties to the Pooling and Servicing Agreement agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement. All parties herein acknowledge and agree that the Servicer shall not be obligated to defend and indemnify and hold harmless the Master Servicer, the Trustee, the Trust and the Seller against any losses, damages, penalties, fines, forfeitures, judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions or inactions of the Servicer which were taken or omitted upon the instruction or direction of the Master Servicer or Trustee, as applicable, or (ii) the failure of the Master Servicer or the Trustee, as applicable, Trust’s designee to perform the obligations of the Owner Purchaser with respect to the Purchase and Servicing Agreement and this Agreement.