Common use of Servicing and Administration Agreement Clause in Contracts

Servicing and Administration Agreement. (a) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in such Servicing and Administration Agreement. (ii) Unless otherwise provided in the related Terms Indenture, the Issuer may, but is not obligated to, enforce the obligations of any servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of any such party thereunder or exercise the rights of any such party thereunder; provided, however, that no servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement shall be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. Unless otherwise provided in the related Terms Indenture, the Issuer shall not have any responsibility or liability for any action or failure to act by a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator under such Servicing and Administration Agreement and shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator pursuant to such Servicing and Administration Agreement or any appointment of a successor to any such party pursuant to such Servicing and Administration Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds of the related Series at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement, the Holders of Bonds representing (unless otherwise specified in the related Terms Indenture) more than 50% of the aggregate Principal Amount of the related Series shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of such Servicing and Administration Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an S&A Event of Default under such Servicing and Administration Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds of the related Series notice of such occurrence, unless such default shall have been remedied. Unless otherwise provided in the related Terms Indenture, at the direction of the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the related Series, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under such Servicing and Administration Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in whatever capacity it served under such Servicing and Administration Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, waive an S&A Event of Default under such Servicing and Administration Agreement; provided, however, that an S&A Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the related Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder of the related Series. Upon any such waiver of an S&A Event of Default, such S&A Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under such Servicing and Administration Agreement. No such waiver shall extend to any subsequent or other S&A Event of Default under such Servicing and Administration Agreement or impair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of any S&A Event of Default under such Servicing and Administration Agreement, so long as such S&A Event of Default under such Servicing and Administration Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under such Servicing and Administration Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the related Terms Indenture or such Servicing and Administration Agreement, no remedy provided for by this Indenture or such Servicing and Administration Agreement with respect to an S&A Event of Default under such Servicing and Administration Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such S&A Event of Default. (vii) One or more Classes of the related Series may be designated, separately or collectively, as the "Controlling Class" under the related Terms Indenture, with such rights, powers and liabilities in respect of the related Mortgage Collateral as may be provided for in the related Terms Indenture and/or such Servicing and Administration Agreement. The related Terms Indenture and/or such Servicing and Administration Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, alternatively, indirectly through the Indenture Trustee, a servicer, a master servicer, a special servicer, an MBS administrator and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (unless otherwise provided in the related Terms Indenture and so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding. (viii) As and to the extent, and subject to the terms and conditions, provided in the related Terms Indenture and/or such Servicing and Administration Agreement, the Issuer shall be entitled to exercise certain rights and powers, and/or to direct the Indenture Trustee, a servicer, a master servicer, a special servicer or an MBS Administrator to take or not take certain actions, in respect of the related Mortgage Collateral or any Enhancement. (b) If there is no separate Servicing and Administration Agreement in respect of the Mortgage Collateral for any Series, and the provisions governing servicing and administration of the related Mortgage Collateral are part of the related Terms Indenture, the provisions of Section 3.15(a) shall (unless the related Terms Indenture expressly states otherwise) apply to the related Terms Indenture. (c) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then any successor Issuer or Indenture Trustee in respect of such Series under this Indenture shall be the successor to the Issuer or the Indenture Trustee, as the case may be, under such Servicing and Administration Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto or to such Servicing and Administration Agreement, anything herein or in such Servicing and Administration Agreement to the contrary notwithstanding. (d) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee may enter into any amendment of such Servicing and Administration Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, (D) if such item of Mortgage Collateral is included in a REMIC Pool, either (1) to relax or eliminate any requirement thereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated), or (2) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any related REMIC Pool at least from the effective date of such amendment, insofar as such compliance is necessary to preserve the status of any related REMIC Pool as a REMIC, to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any related REMIC Pool, or (E) for any other purpose; provided that such amendment (other than any amendment for any of the specific purposes described in clause (D)(2) above) shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond of the related Series as evidenced by either an Opinion of Counsel to such effect or, in the case of a Class of Rated Bonds of the related Series, written confirmation from each Rating Agency rating such Class that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (ii) The Issuer and the Indenture Trustee also may enter into any amendment of such Servicing and Administration Agreement from time to time, with the consent of the Holders of Bonds of the related Series representing more than 50% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Servicing and Administration Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or (y) adversely affect in any material respect the interests of the Holders of any Class of the related Series in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(d)(ii), Bonds held by the Issuer, the Depositor and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (iii) Notwithstanding the foregoing, if such item of Mortgage Collateral is included in a REMIC Pool, neither the Indenture Trustee nor the Issuer shall consent to any amendment to such Servicing and Administration Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to any party to such Servicing and Administration Agreement in accordance with such amendment will not result in an Adverse REMIC Event with respect to any related REMIC Pool. (iv) Promptly after the execution and delivery of any amendment of such Servicing and Administration Agreement by all parties thereto, the Indenture Trustee shall send a copy thereof to each Holder of a Bond of the related Series. (v) It shall not be necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be subject to such reasonable regulations as the Indenture Trustee may prescribe. (vi) The Indenture Trustee may but shall not be obligated to enter into any amendment of such Servicing and Administration Agreement pursuant to this Section 3.15(d) that affects its rights, duties and immunities thereunder or under this Indenture. (vii) The cost of any Opinion of Counsel to be delivered pursuant to Section 3.15(d)(i) or (ii) shall be borne by the Person seeking the related amendment, except that if the Indenture Trustee requests any amendment of such Servicing and Administration Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 3.15(d)(i) or (ii) shall be payable by the Issuer.

Servicing and Administration Agreement. (a) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in such Servicing and Administration Agreement. (ii) Unless otherwise provided in the related Terms Indenture, the Issuer may, but is not obligated to, enforce the obligations of any servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of any such party thereunder or exercise the rights of any such party thereunder; provided, however, that no servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement shall be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. Unless otherwise provided in the related Terms Indenture, the Issuer shall not have any responsibility or liability for any action or failure to act by a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator under such Servicing and Administration Agreement and shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator pursuant to such Servicing and Administration Agreement or any appointment of a successor to any such party pursuant to such Servicing and Administration Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds of the related Series at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement, the Holders of Bonds representing (unless otherwise specified in the related Terms Indenture) more than 50% of the aggregate Principal Amount of the related Series shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of such Servicing and Administration Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an S&A Event of Default under such Servicing and Administration Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds of the related Series notice of such occurrence, unless such default shall have been remedied. Unless otherwise provided in the related Terms Indenture, at the direction of the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the related Series, ; the Indenture Trustee shall terminate the rights and obligations of the defaulting party under such Servicing and Administration Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in whatever capacity it served under such Servicing and Administration Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, waive an S&A Event of Default under such Servicing and Administration Agreement; provided, however, that an S&A Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the related Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder of the related Series. Upon any such waiver of an S&A Event of Default, such S&A Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under such Servicing and Administration Agreement. No such waiver shall extend to any subsequent or other S&A Event of Default under such Servicing and Administration Agreement or impair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of any S&A Event of Default under such Servicing and Administration Agreement, so long as such S&A Event of Default under such Servicing and Administration Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under such Servicing and Administration Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the related Terms Indenture or such Servicing and Administration Agreement, no remedy provided for by this Indenture or such Servicing and Administration Agreement with respect to an S&A Event of Default under such Servicing and Administration Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such S&A Event of Default. (vii) One or more Classes of the related Series may be designated, separately or collectively, as the "Controlling Class" under the related Terms Indenture, with such rights, powers and liabilities in respect of the related Mortgage Collateral as may be provided for in the related Terms Indenture and/or such Servicing and Administration Agreement. The related Terms Indenture and/or such Servicing and Administration Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, alternatively, indirectly through the Indenture Trustee, a servicer, a master servicer, a special servicer, an MBS administrator and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (unless otherwise provided in the related Terms Indenture and so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding. (viii) As and to the extent, and subject to the terms and conditions, provided in the related Terms Indenture and/or such Servicing and Administration Agreement, the Issuer shall be entitled to exercise certain rights and powers, and/or to direct the Indenture Trustee, a servicer, a master servicer, a special servicer or an MBS Administrator to take or not take certain actions, in respect of the related Mortgage Collateral or any Enhancement. (b) If there is no separate Servicing and Administration Agreement in respect of the Mortgage Collateral for any Series, and the provisions governing servicing and administration of the related Mortgage Collateral are part of the related Terms Indenture, the provisions of Section 3.15(a) shall (unless the related Terms Indenture expressly states otherwise) apply to the related Terms Indenture. (c) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then any successor Issuer or Indenture Trustee in respect of such Series under this Indenture shall be the successor to the Issuer or the Indenture Trustee, as the case may be, under such Servicing and Administration Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto or to such Servicing and Administration Agreement, anything herein or in such Servicing and Administration Agreement to the contrary notwithstanding. (d) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee may enter into any amendment of such Servicing and Administration Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, (D) if such item of Mortgage Collateral is included in a REMIC Pool, either (1) to relax or eliminate any requirement thereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated), or (2) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any related REMIC Pool at least from the effective date of such amendment, insofar as such compliance is necessary to preserve the status of any related REMIC Pool as a REMIC, to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any related REMIC Pool, or (E) for any other purpose; provided that such amendment (other than any amendment for any of the specific purposes described in clause (D)(2) above) shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond of the related Series as evidenced by either an Opinion of Counsel to such effect or, in the case of a Class of Rated Bonds of the related Series, written confirmation from each Rating Agency rating such Class that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (ii) The Issuer and the Indenture Trustee also may enter into any amendment of such Servicing and Administration Agreement from time to time, with the consent of the Holders of Bonds of the related Series representing more than 50% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Servicing and Administration Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or (y) adversely affect in any material respect the interests of the Holders of any Class of the related Series in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(d)(ii), Bonds held by the Issuer, the Depositor and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (iii) Notwithstanding the foregoing, if such item of Mortgage Collateral is included in a REMIC Pool, neither the Indenture Trustee nor the Issuer shall consent to any amendment to such Servicing and Administration Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to any party to such Servicing and Administration Agreement in accordance with such amendment will not result in an Adverse REMIC Event with respect to any related REMIC Pool. (iv) Promptly after the execution and delivery of any amendment of such Servicing and Administration Agreement by all parties thereto, the Indenture Trustee shall send a copy thereof to each Holder of a Bond of the related Series. (v) It shall not be necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be subject to such reasonable regulations as the Indenture Trustee may prescribe. (vi) The Indenture Trustee may but shall not be obligated to enter into any amendment of such Servicing and Administration Agreement pursuant to this Section 3.15(d) that affects its rights, duties and immunities thereunder or under this Indenture. (vii) The cost of any Opinion of Counsel to be delivered pursuant to Section 3.15(d)(i) or (ii) shall be borne by the Person seeking the related amendment, except that if the Indenture Trustee requests any amendment of such Servicing and Administration Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 3.15(d)(i) or (ii) shall be payable by the Issuer.

Servicing and Administration Agreement. (a) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in such Servicing and Administration Agreement. (ii) Unless otherwise provided in the related Terms Indenture, the Issuer may, but is not obligated to, enforce the obligations of any servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of any such party thereunder or exercise the rights of any such party thereunder; provided, however, that no servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement shall be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. Unless otherwise provided in the related Terms Indenture, the Issuer shall not have any responsibility or liability for any action or failure to act by a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator under such Servicing and Administration Agreement and shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of a servicer, a master servicer, a special servicer, an MBS administrator or a REMIC administrator pursuant to such Servicing and Administration Agreement or any appointment of a successor to any such party pursuant to such Servicing and Administration Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds of the related Series at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, master servicer, special servicer, MBS administrator or REMIC administrator under such Servicing and Administration Agreement, the Holders of Bonds representing (unless otherwise specified in the related Terms Indenture) more than 50% of the aggregate Principal Amount of the related Series shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of such Servicing and Administration Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an S&A Event of Default under such Servicing and Administration Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds of the related Series notice of such occurrence, unless such default shall have been remedied. Unless otherwise provided in the related Terms Indenture, at the direction of the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the related Series, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under such Servicing and Administration Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii3.15(a)(iii), succeed the defaulting party in whatever capacity it served under such Servicing and Administration Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, waive an S&A Event of Default under such Servicing and Administration Agreement; provided, however, that an S&A Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the related Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder of the related Series. Upon any such waiver of an S&A Event of Default, such S&A Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under such Servicing and Administration Agreement. No such waiver shall extend to any subsequent or other S&A Event of Default under such Servicing and Administration Agreement or impair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of any S&A Event of Default under such Servicing and Administration Agreement, so long as such S&A Event of Default under such Servicing and Administration Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under such Servicing and Administration Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the related Terms Indenture or such Servicing and Administration Agreement, no remedy provided for by this Indenture or such Servicing and Administration Agreement with respect to an S&A Event of Default under such Servicing and Administration Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such S&A Event of Default. (vii) One or more Classes of the related Series may be designated, separately or collectively, as the "Controlling Class" under the related Terms Indenture, with such rights, powers and liabilities in respect of the related Mortgage Collateral as may be provided for in the related Terms Indenture and/or such Servicing and Administration Agreement. The related Terms Indenture and/or such Servicing and Administration Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, alternatively, indirectly through the Indenture Trustee, a servicer, a master servicer, a special servicer, an MBS administrator and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (unless otherwise provided in the related Terms Indenture and so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding. (viii) As and to the extent, and subject to the terms and conditions, provided in the related Terms Indenture and/or such Servicing and Administration Agreement, the Issuer shall be entitled to exercise certain rights and powers, and/or to direct the Indenture Trustee, a servicer, a master servicer, a special servicer or an MBS Administrator to take or not take certain actions, in respect of the related Mortgage Collateral or any Enhancement. (b) If there is no separate Servicing and Administration Agreement in respect of the Mortgage Collateral for any Series, and the provisions governing servicing and administration of the related Mortgage Collateral are part of the related Terms Indenture, the provisions of Section 3.15(a) shall (unless the related Terms Indenture expressly states otherwise) apply to the related Terms Indenture. (c) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then any successor Issuer or Indenture Trustee in respect of such Series under this Indenture shall be the successor to the Issuer or the Indenture Trustee, as the case may be, under such Servicing and Administration Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto or to such Servicing and Administration Agreement, anything herein or in such Servicing and Administration Agreement to the contrary notwithstanding. (d) If any item of Mortgage Collateral for a Series is subject to a separate Servicing and Administration Agreement, then (unless the related Terms Indenture provides otherwise): (i) The Issuer and the Indenture Trustee may enter into any amendment of such Servicing and Administration Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, (D) if such item of Mortgage Collateral is included in a REMIC Pool, either (1) to relax or eliminate any requirement thereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated), or (2) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any related REMIC Pool at least from the effective date of such amendment, insofar as such compliance is necessary to preserve the status of any related REMIC Pool as a REMIC, to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any related REMIC Pool, or (E) for any other purpose; provided that such amendment (other than any amendment for any of the specific purposes described in clause (D)(2) above) shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond of the related Series as evidenced by either an Opinion of Counsel to such effect or, in the case of a Class of Rated Bonds of the related Series, written confirmation from each Rating Agency rating such Class that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (ii) The Issuer and the Indenture Trustee also may enter into any amendment of such Servicing and Administration Agreement from time to time, with the consent of the Holders of Bonds of the related Series representing more than 50% of the aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the related Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Servicing and Administration Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or (y) adversely affect in any material respect the interests of the Holders of any Class of the related Series in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(d)(ii), Bonds held by the Issuer, the Depositor and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (iii) Notwithstanding the foregoing, if such item of Mortgage Collateral is included in a REMIC Pool, neither the Indenture Trustee nor the Issuer shall consent to any amendment to such Servicing and Administration Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to any party to such Servicing and Administration Agreement in accordance with such amendment will not result in an Adverse REMIC Event with respect to any related REMIC Pool. (iv) Promptly after the execution and delivery of any amendment of such Servicing and Administration Agreement by all parties thereto, the Indenture Trustee shall send a copy thereof to each Holder of a Bond of the related Series. (v) It shall not be necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be subject to such reasonable regulations as the Indenture Trustee may prescribe. (vi) The Indenture Trustee may but shall not be obligated to enter into any amendment of such Servicing and Administration Agreement pursuant to this Section 3.15(d) that affects its rights, duties and immunities thereunder or under this Indenture. (vii) The cost of any Opinion of Counsel to be delivered pursuant to Section 3.15(d)(i) or (ii) shall be borne by the Person seeking the related amendment, except that if the Indenture Trustee requests any amendment of such Servicing and Administration Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 3.15(d)(i) or (ii) shall be payable by the Issuer.