Common use of Subservicers and Subservicing Agreements Clause in Contracts

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's ’s fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's ’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer Subservicer on behalf of the Servicer provided that the subservicer Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer Subservicer to perform its obligations hereunder and under the related subservicing Agreementagreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreementagreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer a Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer a Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer Subservicer from its own funds, and the subservicerSubservicer's fee shall not exceed the Servicing Fee. The Servicer shall notify the master Master Servicer promptly in writing upon the appointment of any subservicerSubservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer a Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer any Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer Subservicer from the Servicer’s own funds without reimbursement from the Trust EstateTrust. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between the subservicer Subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicerSubservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer Subservicer in trust for or on behalf of the IssuerTrust. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer a Subservicer shall be deemed to be between the subservicer Subservicer and Servicer alone, and none of the Master Servicer, the Indenture Delaware Trustee, the Trustee, the Depositor or the Issuer Trust shall have no any obligations, duties or liabilities with respect to the subservicer any Subservicer including no any obligation, duty or liability of such parties to pay the subservicerSubservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer Subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in Transfer and Servicing Agreement either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's ’s fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans.. Transfer and Servicing Agreement (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's ’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of 201359 HomeBanc 2006-2 Transfer and Servicing Agreement the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer Subservicer on behalf of the Servicer provided that the subservicer Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer Subservicer to perform its obligations hereunder and under the related subservicing Agreementagreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreementagreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer a Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer a Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer Subservicer from its own funds, and the subservicer's Subservicer’s fee shall not exceed the Servicing Fee. The Servicer shall notify the master Master Servicer promptly in writing upon the appointment of any subservicerSubservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer a Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer any Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer Subservicer from the Servicer’s own funds without reimbursement from the Trust EstateTrust. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between the subservicer Subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicerSubservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer Subservicer in trust for or on behalf of the IssuerTrust. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer a Subservicer shall be deemed to be between the subservicer Subservicer and Servicer alone, and none of the Master Servicer, the Indenture Delaware Trustee, the Trustee, the Depositor or the Issuer Trust shall have no any obligations, duties or liabilities with respect to the subservicer any Subservicer including no any obligation, duty or liability of such parties to pay the subservicer's Subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer Subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans... (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Freddie Mac or Xxxxxx Fannie Mae approved mortgage servicer in good standing, and no event xx xxxnt has occurredoxxxxxxd, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx Fannie Mae or for seller/servicers imposed by Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, or which would ox xxxxh xxuld require notification to Xxxxxx Mae or Xxxxxxx MacFannie Mxx xx Freddie Xxx. In Xn addition, each Subservicer will obtain and preserve xxxxxxve its qualifications qxxxxxxxations to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's ’s fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. . (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's ’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer Subservicer on behalf of the Servicer provided that the subservicer Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer Subservicer to perform its obligations hereunder and under the related subservicing Agreementagreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreementagreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer a Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer a Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer Subservicer from its own funds, and the subservicer's Subservicer’s fee shall not exceed the Servicing Fee. The Servicer shall notify the master Master Servicer promptly in writing upon the appointment of any subservicerSubservicer. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer a Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer any Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer Subservicer from the Servicer’s own funds without reimbursement from the Trust Estate.Trust. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer Subservicer shall be deemed to be between the subservicer Subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicerSubservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer Subservicer in trust for or on behalf of the IssuerTrust. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer a Subservicer shall be deemed to be between the subservicer Subservicer and Servicer alone, and none of the Master Servicer, the Indenture Delaware Trustee, the Trustee, the Depositor or the Issuer Trust shall have no any obligations, duties or liabilities with respect to the subservicer any Subservicer including no any obligation, duty or liability of such parties to pay the subservicer's Subservicer’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer Subservicer has received such payment.

Subservicers and Subservicing Agreements. (a) The Mortgage Loans may be subserviced by a subservicer on behalf of the Servicer provided that the subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the subservicer to perform its obligations hereunder and under the related subservicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxx Mae or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the subservicer from its own funds, and the subservicer's ’s fee shall not exceed the Servicing Fee. Servicer shall notify the master Servicer promptly in writing upon the appointment of any subservicer.. 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 76 (b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Master Servicer, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Trust Estate. (c) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the Servicer alone and the Master Servicer and the Indenture Trustee shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any subservicer, except that the Indenture Trustee shall have such claims or rights that arise as a result of any funds held by a subservicer in trust for or on behalf of the Issuer. Notwithstanding the execution of any subservicing agreement, the Servicer shall not be relieved of any liability hereunder and shall remain obligated and liable for the servicing and administration of the Mortgage Loans. (d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and none of the Master Servicer, the Indenture Trustee, the Depositor or the Issuer shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of such parties to pay the subservicer's ’s fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.