Common use of Servicing Contracts Clause in Contracts

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Primary Servicer will govern the Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (b) of this Subsection 5.1(4): (iv) the Primary Servicer will comply, directly or through a Subservicer, with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (v) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); (vi) as compensation for its services to each applicable Trust, the Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include any Excess Spread and additional amounts permitted to be retained by the Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as agreed by the Master Servicer and the Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Primary Servicer. (c) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Primary Direct Servicer will govern the Primary Direct Servicer’s performance of the servicing duties described in Subsection 5.1(3) to the extent such duties are permitted by the Servicing Contract). Wherever this Trust Agreement states that the Primary Direct Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Primary Direct Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Primary Direct Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Primary Direct Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Primary Direct Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (bc) of this Subsection 5.1(4):); (iviii) the Primary Direct Servicer and any Subservicer that it engages will comply, directly or through a Subservicer, comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (viv) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Primary Direct Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4);; and (viv) as compensation for its services to each applicable Trust, the Primary Direct Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread Spread, and additional amounts permitted to be retained by the Primary Direct Servicer as described in paragraph (c) of Subsection 5.1(6)), or as otherwise agreed by the Master Servicer and the Primary Direct Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) To the extent permitted by Accepted Servicing Practices, the Direct Servicer may engage in the solicitation of Borrowers for the purpose of mortgage loan refinancing. (c) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Primary Direct Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Primary Direct Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Primary Direct Servicer. (cd) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Primary Direct Servicer will govern the Primary Direct Servicer’s performance of the servicing duties described in Subsection 5.1(3) to the extent such duties are permitted by the Servicing Contract). Wherever this Trust Agreement states that the Primary Direct Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Primary Direct Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Primary Direct Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Primary Direct Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Primary Direct Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (b) of this Subsection 5.1(4):); (iv) the Primary Direct Servicer is prohibited from engaging in the solicitation of mortgage loan refinancing that is targeted solely at Borrowers of Mortgage Loans included in Pools or Other Xxxxxx Xxx Trusts (but this will comply, directly not prohibit general solicitations directed toward the public at large or through a Subservicer, borrowers generally and does not apply to loss mitigation measures attempted under Subsection 5.11(1)); (v) the Direct Servicer and any Subservicer that it engages will comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (vvi) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Primary Direct Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); (vivii) as compensation for its services to each applicable TrustTrust (or in the case of Designated Excess Spread, as otherwise provided pursuant to the related Servicing Contract), the Primary Direct Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include LPMI Charges, any Excess Spread Spread, and additional amounts permitted to be retained by the Primary Direct Servicer as described in paragraph (c) of Subsection 5.1(6)), or as agreed by the Master Servicer and the Primary Direct Servicer in the related Servicing Contract; and (viiviii) the Primary Direct Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Direct Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, LPMI Charges, Excess Spread, Designated Excess Spread prior to the effective date of any termination of the Direct Servicer that made the Designated Excess Spread designation, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Primary Direct Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Primary Direct Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Primary Direct Servicer. (c) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Primary Servicer will govern the Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (b) of this Subsection 5.1(4): (iv) the Primary Servicer will comply, directly or through a Subservicer, with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (v) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); (vi) as compensation for its services to each applicable Trust, the Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include any Excess Spread and additional amounts permitted to be retained by the Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as agreed by the Master Servicer and the Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Primary Servicer. (c) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.

Servicing Contracts. ‌ (a) Each Servicing Contract entered into between the Master Servicer and a Primary Servicer will govern the Primary Servicer’s performance of the servicing duties described in Subsection 5.1(3) to the extent such duties are permitted by the Servicing Contract. Wherever this Trust Agreement states that the Primary Servicer will take an action or carry out a responsibility, it means that if the Servicing Contract requires the Primary Servicer, directly or through a Subservicer, to take that action or carry out that responsibility, then the action will be taken or the responsibility will be carried out by the Primary Servicer, directly or through a Subservicer, and if the Servicing Contract does not so require, then those duties will be performed by the Master Servicer (whether directly or indirectly). Wherever this Trust Agreement states that the Primary Servicer may not take a specified action, that means that the Servicing Contract will prohibit the Primary Servicer, directly or through a Subservicer, from taking that action. Each Servicing Contract will include provisions to the following effect: (i) any successor to the Master Servicer under this Trust Agreement will automatically succeed to the rights of the Master Servicer under any Servicing Contract, with regard to the related Mortgage Loans; (ii) the Master Servicer will have the right to terminate any Servicing Contract in accordance with its terms as to any or all of the Mortgage Loans being serviced under that contract; (iii) the Trustee, on behalf of the related Trust, and the Guarantor are third-party beneficiaries of the related Servicing Contract as to the Mortgage Loans in that Pool, with the rights of enforcement, subject to paragraph (b) of this Subsection 5.1(4):); (iv) the Primary Servicer will comply, directly or through a Subservicer, comply with all other provisions required in this Article V, and will not take any action that is prohibited by or inconsistent with its Servicing Contract; (v) if an investment of any funds on deposit in a Custodial Account is made in violation of this Trust Agreement, the Primary Servicer will pay any loss, charge or penalty as provided in Subsection 6.1(4); (vi) as compensation for its services to each applicable TrustTrust (or in the case of Designated Excess Spread, as otherwise provided pursuant to the related Servicing Contract), the Primary Servicer will be entitled to receive the Servicing Fee and such other amounts (which may include any Excess Spread and additional amounts permitted to be retained by the Primary Servicer as described in paragraph (c) of Subsection 5.1(6)), or as agreed by the Master Servicer and the Primary Servicer in the related Servicing Contract; and (vii) the Primary Servicer may not transfer by any means any Mortgage Loan, but, if and to the extent provided in the related Servicing Contract or in paragraph (b) of Subsection 5.1(6), a Primary Servicer may transfer its servicing obligations and, with that transfer of servicing obligations, its right to receive Servicing Fees, Excess Spread, Designated Excess Spread prior to the effective date of any termination of the Primary Servicer that made the Designated Excess Spread designation, or any other servicing compensation contemplated by paragraph (c) of Subsection 5.1(6). (b) The respective rights of the Trustee and the Guarantor, as third-party beneficiaries, to enforce the Servicing Contract against the related Primary Servicer will arise only after the Trustee or Guarantor, as applicable, has given notice of a breach to the Master Servicer and the related Primary Servicer and neither has remedied the breach. Further, unless a Guarantor Event of Default has occurred and is continuing, only the Guarantor or the Master Servicer may enforce the Servicing Contract against the related Primary Servicer. (c) Nothing in the Trust Documents or the related Servicing Contract will cause any Holder or Borrower to become a third-party beneficiary of that Servicing Contract.