Common use of Monitoring of Servicers’ Performance Clause in Contracts

Monitoring of Servicers’ Performance. Subject to Section 4.01, the Master Servicer shall be responsible for reporting to the Trustee and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject to the provisions of Section 4.01 hereof, the Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to the effect that no modification, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeable.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the Master Servicer shall be responsible for reporting to the Trustee and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject to the provisions of Section 4.01 hereof, the Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to the effect that no modification, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeable. Reconciliations for each Custodial Account shall be prepared by the applicable Servicer within the number of days following the bank statement cutoff date that is specified in the applicable Servicing Agreement or, if no such number of days is specified, then as provided in Item 1122(d) of Regulation AB.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the Master Servicer shall be responsible for reporting to the Issuer, the Indenture Trustee and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor Depositor, the Custodian, the Issuer and the Indenture Trustee thereof and, absent instructions to the contrary from the Indenture Trustee within five days of the delivery of such notice, the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject to the provisions of Section 4.01 hereof, the Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to the effect that no modification, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeable.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the Master Servicer The Administrator ------------------------------------ shall be responsible for reporting to the Trustee and the Depositor Company the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s 's activities, the Master Servicer Administrator may rely upon an Officer’s 's Certificate of the Servicer with regard to such Servicer’s 's compliance with the terms of its such Servicing Agreement. The Administrator will furnish to the Trustee, the Certificate Insurer and the Company on or before each Remittance Date during the term of this Agreement an Evaluation Report of Servicers and will notify any Servicer whenever, according to the Evaluation Report of Servicers, the performance of such Servicer, in the Administrator's opinion, consistently fails to comply with such Servicing Agreement or to meet the minimum responsibilities for dealing with delinquencies as set forth therein, except that the Administrator shall not notify the Servicer, if, in the Administrator's opinion, the procedures being employed by such Servicer are adequate and efficient in dealing promptly with delinquencies. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master ServicerAdministrator, in its judgment, determines determines, or the Certificate Insurer directs the Administrator, that a Servicer should be terminated in accordance with its the related Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer Administrator shall notify the Depositor Company and the Trustee thereof and, absent instructions to the contrary from the Company or the Trustee within five days of the delivery of such notice, the Master Servicer Administrator shall issue such notice or take such other action as it deems appropriate. Subject No termination of a Servicer shall be effective without the written consent of the Certificate Insurer. Upon request, the Administrator shall make available to the provisions of Section 4.01 hereofCompany, the Master Servicer shall require each Servicer to comply with Certificate Insurer and the remittance requirements and other obligations set forth in Trustee all reports submitted by the related Servicing Agreement. Each Servicing Agreement shall include provisions Servicers to the effect that no modificationAdministrator, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance concerning delivery of the Mortgage Loan (except for actual payments of principal) Files and the Servicers' foreclosure recommendations. Without limitation to any other rights or (d) change remedies available to the final maturity date Company or the Trustee, either the Company or the Trustee may require the foreclosure of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the PWRES Mortgage Loan with respect to which any monthly installment of principal and interest is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeablemore than 90 days past due.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the The Master Servicer shall be responsible for reporting to the Trustee and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s 's activities, the Master Servicer may rely upon an Officer’s Certificate officer's certificate of the Servicer with regard to such Servicer’s 's compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the provisions preceding paragraph, terminate the rights and obligations of Section 4.01 hereofsuch Servicer thereunder and either act as servicer of the related Mortgage Loans or cause the Trustee to enter into a Servicing Agreement with a successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to the effect that no modification, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeable.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the (a) The Master Servicer shall be responsible for reporting to the Trustee and the Depositor Seller the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s 's activities, the Master Servicer may rely upon an Officer’s Certificate officer's certificate of the Servicer with regard to such Servicer’s 's compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor Seller and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject . (b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the provisions preceding paragraph, terminate the rights and obligations of Section 4.01 hereofsuch Servicer thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Servicing Agreement are not fully and timely reimbursed by the Seller or the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Protected Account. (d) The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. (e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces. Each Servicing Agreement The Master Servicer shall include provisions use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in respect of the related Mortgage Loans, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties; provided that the Trustee or the Master Servicer may not release MLCC, GMAC Mortgage or SouthTrust from their obligations with respect to the effect that no modification, waiver or variance of representations and warranties made by them with respect to the terms of a related Group 3 Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeableLoans.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the (a) The Master Servicer shall be responsible for reporting to the Trustee and the Depositor Seller the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s 's activities, the Master Servicer may rely upon an Officer’s Certificate officer's certificate of the Servicer with regard to such Servicer’s 's compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor Seller and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject . (b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the provisions preceding paragraph, terminate the rights and obligations of Section 4.01 hereofsuch Servicer thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. (c) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Protected Account. (d) The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to . (e) If the effect that no modificationMaster Servicer acts as Servicer, waiver or variance it will not assume liability for the representations and warranties of the terms Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in respect of a the related Mortgage Loan will (a) change Loans, and in the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest event of any Mortgage Loansuch assumption by the successor Servicer, (c) reduce the Trustee or increase the outstanding principal balance Master Servicer, as applicable, may, in the exercise of its business judgment, release the Mortgage Loan (except terminated Servicer from liability for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeablerepresentations and warranties.

Monitoring of Servicers’ Performance. Subject to Section 4.01, the The Master Servicer shall be responsible for reporting to the Trustee and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s 's activities, the Master Servicer may rely upon an Officer’s Certificate officer's certificate of the Servicer with regard to such Servicer’s 's compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its reasonable judgment, determines that it requires reports from any Servicer in addition to the reports such Servicer is required to deliver to the Master Servicer pursuant to the applicable Servicing Agreement and the Master Servicer is obligated to reimburse the Servicer for the cost of such additional reports, the Master Servicer shall be reimbursed for such amounts from the Collection Account. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and, absent instructions to the contrary from the Trustee within five days of the delivery of such notice, and the Master Servicer shall issue such notice or take such other action as it deems appropriate. Subject The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the provisions preceding paragraph, terminate the rights and obligations of Section 4.01 hereofsuch Servicer thereunder and either act as servicer of the related Mortgage Loans or enter into a Servicing Agreement with a successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement. Each Servicing Agreement shall include provisions to the effect that no modification, waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or interest of any Mortgage Loan, (c) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (d) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to this Agreement, unless such Mortgage Loan is in default or default is reasonably foreseeable.