Common use of Servicing Agreements; Enforcement of Servicers’ Obligations Clause in Contracts

Servicing Agreements; Enforcement of Servicers’ Obligations. 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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received reasonable indemnity for its costs and expenses in pursuing such action or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust Fund, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.

Servicing Agreements; Enforcement of Servicers’ Obligations. The Master Servicer, for the benefit of the Indenture Trustee and the CertificateholdersSecurityholders, 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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 or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust FundAssets, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.

Servicing Agreements; Enforcement of Servicers’ Obligations. 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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 or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage Bank as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust Fund, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.

Servicing Agreements; Enforcement of Servicers’ Obligations. 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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 or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust Fund, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.

Servicing Agreements; Enforcement of Servicers’ Obligations. The Master Servicer, for the benefit of the Trustee Trustee, the Certificateholders and the CertificateholdersClass A-F5 Insurer, 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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 or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust Fund, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.

Servicing Agreements; Enforcement of Servicers’ Obligations. The Master Servicer, for the benefit of the Trustee Trustee, the Certificateholders and the CertificateholdersClass 1-A5 Insurer, 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, in each case subject to Section 4.02, terminate the rights and obligations of such Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the related Servicing Agreement 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 from its own funds, 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 or such amounts are permitted to be withdrawn from the Collection Account. With respect to Excluded Servicing Obligations, the obligation of the Master Servicer to terminate the rights and obligations of the applicable Servicer is conditioned upon the Master Servicer having notice or actual knowledge of such Servicer’s failure to comply with the requirements of such sections. In the event that the rights and obligations of the Servicer with respect to any Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this Section, the Master Servicer shall, to the extent consistent with this Agreement and the applicable Servicing Agreement, appoint M&T Mortgage as successor Servicer. The parties acknowledge that there will be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. 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 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 Collection Account. In the event that the Seller receives any amounts from a Servicer relating to a Mortgage Loan and such amounts constitute part of the Trust Fund, the Seller shall immediately notify the Master Servicer and transfer such amounts to the Collection Account by wire transfer of immediately available funds.