Common use of Use of Subservicers and Subcontractors Clause in Contracts

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 37 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-9t1), Pooling and Servicing Agreement (Alternative Loan Trust 2007-1t1), Pooling and Servicing Agreement (CHL Mortgage Pass-Through Trust 2007-J1)

AutoNDA by SimpleDocs

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d) and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 21 contracts

Samples: Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2006-4n), Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2007-16n), Flow Seller’s Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-11)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor Participating Entity were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 15 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (GSR Mortgage Loan Trust 2006-3f), Master Mortgage Loan Purchase and Servicing Agreement (GSR Mortgage Loan Trust 2006-9f), Master Mortgage Loan Purchase and Servicing Agreement (GSR Mortgage Loan Trust 2006-10f)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Agreement , and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, the TrusteeCompany shall after engagement of such Subcontractor, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He1), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He8), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He4)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Subcontractor, who is a Reporting Subcontrator, identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Ar1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Aa1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.2, 13.3(c) and (e), 13.4, 13.5 and 13.7 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.3(d) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.4, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.5 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 13.5 and 11.09 13.7 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.5, in each case as and when required to be delivered.

Appears in 12 contracts

Samples: Flow Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2006-9f), Flow Seller’s Warranties and Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Flow Seller’s Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-1)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-23cb), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa10), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy3)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 12.02, 12.03(c) and (e), 12.04, 12.05 and 12.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 12.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1612.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 12.05 and 11.09 12.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0712.05, in each case as and when required to be delivered.

Appears in 12 contracts

Samples: Servicing Agreement (GSR Mortgage Loan Trust 2007-5f), Flow Servicing Agreement (GSR Mortgage Loan Trust 2007-1f), Servicing Agreement (GSR Mortgage Loan Trust 2007-2f)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer subservicer used by the Master Servicer (or by any Subservicersubservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 3.09(b) and this Article XI VII to the same extent as if such Subservicer it were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer the subservicer under Section 3.163.09, any assessment of compliance a Servicing Criteria Compliance Assessment Report and attestation Accountant's Attestation required to be delivered by such Subservicer the subservicer under Section 11.07 7.07, and any certification required to be delivered to the Certifying Person under Section 11.05 7.05 as and when required to be delivered. As No person may become a condition to the succession to any Subservicer as successor subservicer under in connection with this Agreement (whether by any Person (i) into which such Subservicer may be merged merger or consolidated, consolidation with an existing subservicer or (ii) which may be appointed by appointment as a successor to any Subservicer, subservicer) unless the Master Servicer shall provide to has notified the Depositor, Depositor at least 15 calendar days prior to before the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment of the successor and (y) in writing and in form and substance reasonably satisfactory to the Depositor, has provided all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.K with respect to the succession or appointment of the successor subservicer in form and substance reasonably satisfactory to the Depositor. (b) It shall not be necessary for the Master Servicer, any Subservicer subservicer, or the Indenture Trustee to seek the consent of the Depositor or any other party hereto to the utilization use of any Subcontractor. The Master Servicer or the Indenture Trustee, as applicable, shall promptly upon on request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance reasonably satisfactory to the Depositor) of the role and function of each Subcontractor utilized used by such Person the Master Servicer or the Indenture Trustee (or in the case of the Master Servicer or Servicer, any Subservicer), specifying . The description shall specify for each Subcontractor (i1) the identity of each such Subcontractor, its identity, (ii2) which (if any) of such Subcontractors are whether it is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and and (iii3) which elements of the Servicing Criteria will be addressed in assessments of compliance Servicing Criteria Compliance Assessment Reports provided by each Subcontractor identified pursuant to clause it if it is "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (iic) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, Neither the Master Servicer or nor the Trustee, as applicable, Indenture Trustee shall cause use any such Subcontractor used by such Person (or in the case of the Master Servicer Servicer, any subservicer) that would be a Reporting Subcontractor unless the Subcontractor (or any Subservicersubservicer) agrees for the benefit of the Depositor to comply with the provisions of Sections 11.07 7.07 and 11.09 of this Agreement 7.09 to the same extent as if such the Subcontractor (or subservicer) were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the TrusteeIndenture Trustee with respect to the actions being performed by the Subcontractor (or subservicer), as applicable. The Master Servicer or the Indenture Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, Servicer any assessment of compliance Servicing Criteria Compliance Assessment Report and attestation Accountant's Attestation required to be delivered by such the Subcontractor under Section 11.05 7.05 and Section 11.077.07, in each case as and when required to be delivered.

Appears in 12 contracts

Samples: Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-F), Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-E), Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-H)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicers under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(c) and (e), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered.

Appears in 9 contracts

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2006-9f), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar2)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Subcontractor, who is a Reporting Subcontractor, identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Ar3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-6)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Purchaser to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor Purchaser and to comply with the provisions of this Section 3.16 and with Subsections 11.19(c), (e), (f), (g) and (h), 11.20 and 12.01 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 11.19(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor Purchaser any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 11.20, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 11.20 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 11.20 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor or any other party hereto Purchaser to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) Purchaser a written description (in form and substance satisfactory to the DepositorPurchaser) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of Sections 11.07 Subsections 11.20 and 11.09 12.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, Purchaser any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 11.20, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Agreement , and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and certificate required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-3), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-5), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-4)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oa16), Pooling and Servicing Agreement (Alternative Loan Trust 2006-2cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-5t2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 4.26. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 4.26. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 4.26 and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi) and 9.01(f) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(e)(iv) of this Agreement. The Master Servicer shall be responsible for or obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01(f) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Flow Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10), Flow Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar5), Flow Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2006-Ar3)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Subcontractor, who is a Reporting Subcontractor, identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa7)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 8.16 and this Article XI XII to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.168.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.07 and any certification required to be delivered to the Certifying Person under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 12.07 and 11.09 12.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 12.05 and Section 11.0712.07, in each case as and when required to be delivered.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-B), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-C), Pooling and Servicing Agreement (Chec Funding LLC)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 3.17 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.163.17, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto prior to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-3), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-22), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Regulation AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Regulation AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon written request provide to the Purchaser and any Master Servicer, or any Depositor (or any designee of the Depositor, such as the an administrator) if a Master Servicer or administrator) has not been identified for the related Securitization Transaction, a written description (in form and substance reasonably satisfactory to the Depositorsuch parties) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, AB and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement Regulation AB Addendum to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 7 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-3), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-4)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(c) and (e), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 10.3(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1610.4, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.5 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.5, in each case as and when required to be delivered.

Appears in 7 contracts

Samples: Servicing Agreement (GSR Mortgage Loan Trust 2006-Oa1), Servicing Agreement (GSR Mortgage Loan Trust 2006-10f), Servicing Agreement (GSR Mortgage Loan Trust 2007-Ar2)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement (a) without the prior written consent of the Purchaser and (b) unless the Seller complies with the provisions of paragraph (i) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement (a) without the prior written consent of the Purchaser and (b) unless the Seller complies with the provisions of paragraph (ii) of this Section. (i) The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 3.02(b)(ii), 3.02(b)(iv), 4.04, 4.05, 6.04, 8.01(b) and 10.08 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.02(b)(iii) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.164.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 4.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 4.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 4.05, 6.04 and 11.09 8.01(b) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.074.05, in each case as and when required to be delivered. The Seller acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Seller shall (A) respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 4.05. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans immediately upon receipt by a subservicer of such payments. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Seller and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Seller shall remain obligated and primarily liable to the Purchaser for servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller and the Purchaser shall have no obligations, duties or liabilities with respect to any subservicer including no obligation, duty or liability of the Purchaser to pay any subservicer’s fees and expenses. The Seller shall be entitled to enter into any agreement with each subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Appears in 7 contracts

Samples: Flow Interim Servicing Agreement (Lehman XS Trust Series 2007-15n), Flow Interim Servicing Agreement (GreenPoint Mortgage Funding Trust 2006-Ar4), Flow Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.29. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 4.29 and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and 9.01(f) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(e)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01(f) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 7 contracts

Samples: Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2006-H Trust), Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2006-G Trust), Master Seller's Warranties and Servicing Agreement (Banc of America Funding 2007-2 Trust)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer subservicer used by the Master Servicer (or and shall cause each Servicer to cause any subservicer used by any Subservicer) such servicer for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI XIII to the same extent as if such Subservicer Servicer or subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer Servicer and subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Servicer or subservicer pursuant to the second paragraph of Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer Servicer or subservicer under Section 11.07 13.07 and any certification required to be delivered to the Certifying Person under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer Servicer, any subservicer or the Trustee Securities Administrator to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the TrusteeSecurities Administrator, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer, any Servicer or any Subservicersubservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the TrusteeSecurities Administrator, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer, any Servicer or any Subservicersubservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the TrusteeSecurities Administrator, as applicable. The Master Servicer or the TrusteeSecurities Administrator, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.07, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Trust Agreement (GSAA Home Equity Trust 2007-4), Trust Agreement (GSAA Home Equity Trust 2007-10), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize or knowingly permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 12.02, 12.03(c), (e), (f) and (g), 12.04, 12.05 and 12.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 12.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1612.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor, (iii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB as determined by the Seller in full compliance with Regulation AB, and (iiiiv) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiiii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 12.05 and 11.09 12.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0712.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Purchase Agreement (STARM Mortgage Loan Trust 2007-S1), Purchase Agreement (MASTR Asset Securitization Trust 2006-3), Purchase Agreement (MASTR Alternative Loan Trust 2006-2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer with respect to the Mortgage Loans without giving the Owner or its designee fifteen (15) calendar days’ advance written notice of the effective date of such hiring or utilization of a Subservicer, followed by written confirmation of such hiring or utilization of a Subservicer on the effective date of such engagement and indicating the circumstances surrounding such hiring or utilization. Any notices required by this Section 31.06(a) shall be sent via telecopier or certified or registered mail to the addresses set forth below: Xxxx X. Xxxxxxxx, Servicer Oversight Group, 0000 X-Xxx Xxxxxx, Suite 300, Boca Raton, Florida 33431, Telecopy: 000-000-0000 and emailed to: xxxxx_xxxxxxxx_xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx, Cadwalader, Xxxxxxxxxx & Xxxx, LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Telecopy: 000-000-0000, Email: xxxxxxx.xxxxxx@xxx.xxx (or such other address as such Person may otherwise specify to Servicer). The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 31.02, 31.03(c) and (e), 31.04, 31.05 and 31.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 31.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1631.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 31.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 31.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 31.05 and 11.09 31.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0731.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-11ar), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03( c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Reg AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Reg AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABAB as determined by the Company in good faith, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Regulation Ab Compliance Addendum (Banc of America Funding 2006-3 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-2 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-4 Trust)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ai) of this Subsection. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ii) of this Subsection. (i) It shall not be necessary for the Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 3.16 this Subsection and with Subsections 13.02, 13.03(iii), (v), (vi) and (vii), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 13.03(iv) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 13.05, in each case as and when required to be delivered.

Appears in 6 contracts

Samples: Reconstitution Agreement (Dsla 2007-Ar1), Reconstitution Agreement (Dsla 2006-Ar2), Reconstitution Agreement (HarborView 2007-7)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03( c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Reg AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Reg AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Regulation Ab Compliance Addendum (Banc of America Funding 2006-3 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-4 Trust), Regulation Ab Compliance Addendum (Banc of America Funding 2006-2 Trust)

Use of Subservicers and Subcontractors. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the servicers of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. The Servicer must notify the Owner, the Master Servicer and any Depositor in writing of any affiliations or relationships that develop following the closing date between the Servicer or any Subservicer. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with clauses (g) and (j) of Article III, Sections 6.04, 6.09 and 10.02 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Owner, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.01(i) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner, the Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.166.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 6.09, any Annual Certification required under Section 6.04(b), any Additional Form 10-D Disclosure and any certification required to be delivered to the Certifying Person under Section 11.05 Form 8-K Disclosure Information, as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, the Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Owner, the Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 6.07 and 11.09 10.02 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and the Master Servicer, any assessment of compliance Attestation Report and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 6.09 (and any Annual Certification required under Section 11.076.09(b)), in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2), Servicing Agreement (Prime Mortgage Trust 2007-1)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 4.24. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 4.24. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 4.24 and with Sections 6.04, 6.06 and 9.01 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01 of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner, any Master Servicer and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner, any Master Servicer and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Servicing Agreement (Banc of America Funding 2006-5 Trust), Servicing Agreement (Banc of America Funding 2007-2 Trust), Servicing Agreement (Banc of America Funding 2007-6 Trust)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under the Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under the Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Depositor or any Master Servicer to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03(c) and (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Addendum to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Addendum. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation and other certification required to be delivered by such Subservicer under Section 11.07 2.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Owner, any Depositor or any other party hereto Master Servicer to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Depositor (or any designee of the Depositor, such as the a Master Servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement Addendum to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-1), Loan Servicing Agreement (Sequoia Mortgage Trust 2007-2), Loan Servicing Agreement (Sequoia Residential Funding Inc)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of this Section 3.16 and with Subsections 7.02, 7.03(c) and (e), 7.04, 7.05 and 7.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 7.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Depositor Purchaser any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 7.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 7.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 7.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor or any other party hereto Purchaser to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) Purchaser a written description (in form and substance satisfactory to the DepositorPurchaser) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of Sections 11.07 Subsections 7.05 and 11.09 7.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, Purchaser any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 7.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(c), (e) and (f), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered. The Servicer shall not make any amendment to any agreement with a Subservicer or Subcontractor if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.

Appears in 5 contracts

Samples: Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2013-1), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-3), Mortgage Loan Flow Purchase, Sale & Servicing Agreement (Sequoia Mortgage Trust 2012-2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 11.06. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any such Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 11.06. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 11.06 and with Sections 11.02, 11.03(d), 11.04, 11.05 and 11.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing such Subservicer under Section 11.03(d), (e) and filing any Exchange Act Reports or as the Certifying Person)(f) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1611.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 11.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon written request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Owner, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "Subcontractor that is “participating in the servicing function" within the meaning of Item 1122 of Regulation AB, AB and (iiiii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.05 and 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0711.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Servicing Agreement (Altisource Residential Corp), Servicing Agreement (Altisource Residential Corp), Servicing Agreement (Altisource Residential Corp)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa3)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer subservicer used by the Master Servicer (or and shall cause each Servicer to cause any subservicer used by any Subservicer) such servicer for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI XIII to the same extent as if such Subservicer Servicer or subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer Servicer and subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Servicer or subservicer pursuant to the second paragraph of Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer Servicer or subservicer under Section 11.07 13.07 and any certification required to be delivered to the Certifying Person under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer Servicer, any subservicer or the Trustee Securities Administrator to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the TrusteeSecurities Administrator, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer, any Servicer or any Subservicersubservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the TrusteeSecurities Administrator, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer, any Servicer or any Subservicersubservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the TrusteeSecurities Administrator, as applicable. The Master Servicer or the TrusteeSecurities Administrator, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.07, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Trust Agreement (GSAA Home Equity Trust 2006-6), Trust Agreement (GSR 2007-Oa2), Trust Agreement (GSR Mortgage Loan Trust 2007-Oa1)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Subsection. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Subsection. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any master servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 3.16 this Subsection and with Subsections 13.02, 13.03(c), (e), (f) and (g), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 13.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 13.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any master servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any master servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such master servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 13.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1)

Use of Subservicers and Subcontractors. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the servicers of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. The Servicer must notify the Owner, the Master Servicer and any Depositor in writing of any affiliations or relationships that develop following the closing date between the Servicer or any Subservicer. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with clauses (g) and (j) of Article III, Sections 6.04, 6.09 and 10.02 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Owner, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.01(i) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner, the Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.166.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 6.09, any Annual Certification required under Section 6.04(b), any Additional Form 10-D Disclosure and any certification required to be delivered to the Certifying Person under Section 11.05 Form 8-K Disclosure Information, as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, the Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Owner, the Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 6.07 and 11.09 10.02 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and the Master Servicer, any assessment of compliance Attestation Report and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 6.09 (and any Annual Certification required under Section 11.076.09(b)), in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust II 2007-1), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-5), Servicing Agreement (Bear Stearns ALT-A Trust 2007-2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Purchaser to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor Purchaser and to comply with the provisions of this Section 3.16 and with Subsections 11.19(c), (e), (f), (g) and (h), 11.20 and 12.01 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 11.19(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor Purchaser any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 11.20, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 11.20 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 11.20 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor or any other party hereto Purchaser to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) Purchaser a written description (in form and substance satisfactory to the DepositorPurchaser) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of Sections 11.07 Subsections 11.20 and 11.09 12.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, Purchaser any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 11.20, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Mortgage Loan Sale and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section, Section 3.16 11.24 and this Article XI 11.32 and Subsections 12.03, 12.04(c), (e), (f) and (g), and 12.05 of the Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 12.04(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1611.24, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 11.32 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 11.32 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Section 11.32 and 11.09 Subsection 12.05 of this the Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.0711.32, in each case as and when required to be delivered." (n) The Assignor, Assignee and Company hereby amend the first paragraph of Section 12 of the Agreement by adding the section reference "Subsection 12.01" at the beginning thereof. (o) The Assignor, Assignee and Company hereby amend Section 12 of the Agreement by adding to the following paragraphs at the end of such Section 12:

Appears in 5 contracts

Samples: Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Securitization Transaction unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Securitization Transaction unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 11.02, 11.03(c), (e), (f) and (g), 11.04, 11.05 and 11.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 11.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1611.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 11.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorOwner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iiiiv) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiiii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.05 and 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0711.05, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Reconstituted Servicing Agreement (HarborView 2007-3), Servicing Agreement (HarborView 2007-4), Reconstituted Servicing Agreement (HarborView 2007-7)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Al1), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa9), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa7)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of this Section and with Sections 3.16 and 3.17 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)Depositor. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.163.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 3.17 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 3.16(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 3.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor any Assessment of Compliance and the Master Servicer, any assessment of compliance Attestation Report and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.073.17, in each case as and when required to be delivered.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar5)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(a) and (c), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation or other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Master Servicing Agreement (Sequoia Mortgage Trust 2007-3), Master Servicing Agreement (Sequoia Mortgage Trust 2007-2), Master Servicing Agreement (Sequoia Mortgage Trust 2007-4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Purchaser of the parties involved in the Purchaser’s Securitization Transaction, the Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Agreement , and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, after reasonable notice from the TrusteePurchaser of the parties involved in the Purchaser’s Securitization Transaction, as applicable, the Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Servicing Agreement (CSMC Mortgage-Backed Trust Series 2006-5), Master Mortgage Loan Purchase and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-2), Master Mortgage Loan Purchase and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d) and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph; provided that such request shall be made for the purpose of satisfying the Depositor’s reporting obligation under the Securities Act and the Exchange Act with respect to such information. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2007-2n), Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2007-2n), Flow Seller’s Warranties and Servicing Agreement (Lehman XS Trust Series 2006-12n)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor who is a Reporting Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa4), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa6), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa2)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 3.17 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.163.17, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CWHEQ Home Equity Loan Trust, Series 2007-S3), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-3), Pooling and Servicing Agreement (CWHEQ Home Equity Loan Trust, Series 2007-S2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d) and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Flow Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-1), Flow Seller's Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-2), Flow Seller's Warranties and Servicing Agreement (Lehman Xs Trust Series 2006-2n)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03( c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Reg AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Reg AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement Reg AB Addendum to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Regulation Ab Compliance Addendum (Banc of America Funding 2007-3 Trust), Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2006-7), Regulation Ab Compliance Addendum (Banc of America Funding 2007-4 Trust)

Use of Subservicers and Subcontractors. The Purchaser shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Purchaser as servicer under this Agreement or any Reconstitution Agreement unless the Purchaser complies with the provisions of paragraph (a) of this Section. The Purchaser shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Purchaser as servicer under this Agreement or any Reconstitution Agreement unless the Purchaser complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Purchaser to seek the consent of the Seller, any Master Servicer or any Depositor to the utilization of any Subservicer. The Purchaser shall cause any Subservicer used by the Master Servicer Purchaser (or by any Subservicer) for the benefit of the Seller and any Depositor to comply with the provisions of this Section 3.16 and with Sections 12.02, 12.03(c), (e), (f) and (g), 12.04, 12.05 and 12.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Purchaser, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 12.03(d) of this Agreement. The Master Servicer Purchaser shall be responsible for obtaining from each Subservicer and delivering to the Seller and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1612.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Purchaser to seek the consent of the Depositor Seller, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Purchaser shall promptly upon request provide to the Seller, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorSeller, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Purchaser or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Purchaser shall cause any such Subcontractor used by such Person the Purchaser (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Seller and any Depositor to comply with the provisions of Sections 11.07 12.05 and 11.09 12.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicablePurchaser. The Master Servicer or the Trustee, as applicable, Purchaser shall be responsible for obtaining from each Subcontractor and delivering to the Seller and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.0712.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2), Mortgage Servicing Purchase and Sale Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of this Section and with Sections 3.16 and 3.17 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)Depositor. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.163.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 3.17 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 3.16(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 3.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor any Assessment of Compliance and the Master Servicer, any assessment of compliance Attestation Report and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.073.17, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (GreenPoint MFT 2006-Ar2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar1), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer that is a Reporting Subcontractor used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 3.10 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer that is a Reporting Subcontractor and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.163.10, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.07 and any certification required to be delivered to the Certifying Person under Section 11.05 10.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Indenture Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Indenture Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Indenture Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.07 and 11.09 10.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer or the Indenture Trustee, as applicable (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Indenture Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.07, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (First Horizon Asset Securities Inc), Sale and Servicing Agreement (Fund America Investors Corp Ii), Sale and Servicing Agreement (First Horizon Asset Securities Inc)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any applicable Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d) and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request by the Purchaser and any Depositor provide to the such Purchaser or Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph; provided that such request shall be made for the purpose of satisfying the Depositor’s reporting obligation under the Securities Act and the Exchange Act with respect to such information. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2006-Bc5), Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Sasco 2006-Bc4), Servicing Agreement (Sail 2006-3)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of this Section and with Sections 3.16 and this Article XI 3.17 to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)Depositor. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.163.16(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 3.17 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 3.16(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement 3.01 to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor any Assessment of Compliance and the Master Servicer, any assessment of compliance Attestation Report and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.073.17, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ai) of this Section. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ii) of this Section. (i) The Master Servicer Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 4.01(B), 8.01(e)(iii), 8.01(e)(v), 7.05, 7.07, 8.04(b) and 11.01 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 8.01(e)(iv) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.167.05, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 7.07 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 7.07 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 7.07, 8.04(b) and 11.09 11.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.077.07, in each case as and when required to be delivered. The Seller acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Seller shall (A) respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 7.07. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans immediately upon receipt by a subservicer of such payments. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Seller and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Seller shall remain obligated and primarily liable to the Purchaser for servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller and the Purchaser shall have no obligations, duties or liabilities with respect to any subservicer including no obligation, duty or liability of the Purchaser to pay any subservicer’s fees and expenses. The Seller shall be entitled to enter into any agreement with each subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Appears in 4 contracts

Samples: Servicing Agreement (LXS 2007-3), Servicing Agreement (Lehman Mortgage Trust 2007-10), Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-5)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Owner, the Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(c)(vi), 2(c)(vii), 2(d), and 2(e) of this Article XI Amendment Reg AB, and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Amendment Reg AB. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Owner, any Master Servicer, or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, after reasonable notice from the TrusteeOwner of the parties involved in the Owner’s Securitization Transaction, as applicable, the Company shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Depositor Owner, the Master Servicer and the Master Servicer, Depositor any assessment of compliance and attestation and certificate required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2007-He1), Assignment, Assumption and Recognition Agreement (HASCO Trust 2007-He2), Assignment, Assumption and Recognition Agreement (HSI Asset Securitization CORP Trust 2006-He2)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ai) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ii) of this Section. (i) It shall not be necessary for the Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(ii), 2(c)(iv), 2(d), 2(e) and 2(g) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iii) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 2(e) and 11.09 2(g) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Interim Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-12), Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp2), Interim Servicing Agreement (Lehman XS Trust Series 2006-Gp1)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of this Section 3.16 and with Subsections 7.02, 7.03(c) and (e), 7.04, 7.05 and 7.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 7.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Depositor Purchaser any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 7.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 7.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 7.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor or any other party hereto Purchaser to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) Purchaser a written description (in form and substance satisfactory to the DepositorPurchaser) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor Purchaser to comply with the provisions of Sections 11.07 Subsections 7.05 and 11.09 7.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, Purchaser any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 7.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-11), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-7), Master Mortgage Loan Purchase Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)

Use of Subservicers and Subcontractors. The Interim Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Interim Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Interim Servicer complies with the provisions of paragraph (a) of this Section. The Master Interim Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Interim Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Interim Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Interim Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Interim Servicer shall cause any Subservicer used by the Master Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 12.02, 12.03(c) and (e), 12.04, 12.05 and 12.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Interim Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 12.03(d) of this Agreement. The Master Interim Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1612.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Interim Servicer to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Interim Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Interim Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Interim Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Interim Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 12.05 and 11.09 12.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Interim Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Interim Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0712.05, in each case as and when required to be delivered.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Trust Agreement (New Century Alternative Mortgage Loan Trust 2006-Alt2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting SubcontractorParticipating Entity, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor Participating Entity were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (HarborView 2006-12), Servicing Agreement (Zuni 2006-Oa1), Reconstituted Servicing Agreement (Luminent 2006-5)

AutoNDA by SimpleDocs

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ai) of this Subsection. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (ii) of this Subsection. (i) It shall not be necessary for the Seller to seek the consent of the Purchaser, the Master Servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 3.16 this Subsection and with Subsections 32.02, 32.03(iii), (v), (vi) and (vii), 32.04, 32.05 and 32.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 32.03(iv) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 32.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 32.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 32.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, the Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 32.05 and 11.09 32.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 32.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Reconstitution Agreement (Dsla Mortgage Loan Trust 2006-Ar1)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 1.02, 1.03(c) and (e), 1.04, 1.05 and 1.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 1.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.161.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 1.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 1.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 1.05 and 11.09 1.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.071.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Mortgage Loan Purchase and Servicing Agreement (Citicorp Mortgage Securities Trust, Series 2007-6), Mortgage Loan Purchase and Servicing Agreement (Citicorp Mortgage Securities Inc), Mortgage Loan Purchase and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A7)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section 4.29. The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.29. (a) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 4.29 and with Sections 6.04, 6.06, 9.01(d)(iii), 9.01(d)(v), 9.01(d)(vii), 9.01(d)(viii) and 9.01(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(d)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Seller's Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-4), Seller's Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-3), Seller’s Warranties and Servicing Agreement (Sequoia Mortgage Trust 2007-2)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser, any Master Servicer and any Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except Company to comply with respect to the Master Servicer's duties provisions of this Section and with respect to preparing Sections 2(b),2(c)(iv), 2(c)(v), and filing any Exchange Act Reports 2(d) and, if required by Regulation AB, as reasonably determined by the Purchaser or as the Certifying PersonDepositor, Sections 2(c)(iii), 2(c)(vi), 2(c)(vii), and 2(e) of this Amendment Reg AB. The Master Servicer Company shall be responsible for (A) obtaining from each Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and (B) obtaining from each Subservicer and delivering to the Person that will be responsible for signing the Sarbanes Certification any certification required to be delivered to the Certifying such Person under Section 11.05 2(e), in each case as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or After reasonable notice from the TrusteePurchaser of the parties involved in the Purchaser’s Securitization Transaction, as applicable, the Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Participating Entities, and (C) if required by Regulation AB, and (iii) as reasonably determined by the Purchaser or the Depositor, which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, The Company shall cause any such Subcontractor Participating Entity used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and certificate required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Mortgage Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1), Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2), Mortgage Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 12.02, 12.03(c) and (e), 12.04, 12.05 and 12.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 12.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1612.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 12.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 12.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 12.05 and 11.09 12.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0712.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-3), Assignment, Assumption and Recognition Agreement (GSAA Home Equity Trust 2006-4)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 8.8. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 8.8. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 8.8(a) and with Sections 8.4, 8.5(b) and (d), 8.6, 8.7 and 8.9 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 8.5(c) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.168.6, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 8.7 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 8.7 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner and any Depositor (or any designee of the such Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 8.7 and 11.09 8.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.078.7, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Servicing Agreement (GSR Mortgage Loan Trust 2006-9f), Servicing Agreement (GSR Mortgage Loan Trust 2007-3f)

Use of Subservicers and Subcontractors. Countrywide shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of Countrywide as servicer under the Pooling and Servicing Agreement unless Countrywide complies with the provisions of paragraph (ai) The of this Subsection (f). Countrywide shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of Countrywide as servicer under the Pooling and Servicing Agreement unless Countrywide complies with the provisions of paragraph (ii) of this Subsection (f). (i) It shall not be necessary for Countrywide to seek the consent of the Master Servicer or the Depositor to the utilization of any Subservicer. If required by Regulation AB, Countrywide shall cause any Subservicer used by the Master Servicer Countrywide (or by any Subservicer) for the benefit of the Master Servicer and the Depositor to comply with the provisions of this Section 3.16 and with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Article XI Addendum, and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2(c)(iv) of this Addendum. The Master Servicer Countrywide shall be responsible for obtaining from each Subservicer and delivering to the Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162(d), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2(e) and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2(e) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Countrywide to seek the consent of the Master Servicer or the Depositor or any other party hereto to the utilization of any Subcontractor. The If required by Regulation AB, after reasonable notice from the Master Servicer or the TrusteeDepositor of the parties involved in the Securitization Transaction, as applicable, Countrywide shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) and the Depositor a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Countrywide or any Subservicer), specifying (iA) the identity of each such Subcontractor, (iiB) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iiiC) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (iiB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, Countrywide shall cause any such Subcontractor Participating Entity used by such Person Countrywide (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Master Servicer and the Depositor to comply with the provisions of Sections 11.07 and 11.09 Section 2(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAddendum. The Master Servicer or the Trustee, as applicable, Countrywide shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Depositor Master Servicer and the Master Servicer, Depositor any assessment of compliance and attestation and certificate required to be delivered by such Subcontractor Participating Entity under Section 11.05 and Section 11.072(e), in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc4), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CHL Mortgage Pass-Through Trust 2006-Hyb1), Pooling and Servicing Agreement (CHL Mortgage Pass-Through Trust 2007-Hyb1), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oa2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 11.02, 11.03(c), (e), (f) and (g), 11.04, 11.05 and 11.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 11.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1611.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 11.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorOwner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iiiiv) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiiii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.05 and 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0711.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (HarborView 2007-6), Reconstituted Servicing Agreement (HarborView 2006-10), Reconstituted Servicing Agreement (HarborView 2006-14)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (ai) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (ii) of this Section. (i) It shall not be necessary for the Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(iii), (v), (vi) and (vii), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(iv) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Reconstituted Servicing Agreement (HarborView 2007-2), Reconstituted Servicing Agreement (Harborview 2006-7), Reconstituted Servicing Agreement (HarborView 2007-5)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. (b) The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.01(r) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.166.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 6.07 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 6.04(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.07 and 11.09 11.18 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the Master Servicer, any assessment of compliance and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.076.07, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer "participating in the Servicing function" within the meaning of Item 1122 of Regulation AB, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor "participating in the Servicing function" within the meaning of Item 1122 of Regulation AB, and shall not permit any Subservicer to hire or otherwise utilize the services of any such Subcontractor to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03( c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Reg AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, to the extent required under Regulation AB, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Reg AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04 and Regulation AB, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and Regulation AB and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer delivered under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.Regulation AB. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required under Regulation AB, the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance reasonably satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the applicable provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableReg AB Addendum. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivereddelivered under Regulation AB.

Appears in 3 contracts

Samples: Regulation Ab Compliance Addendum (Banc of America Funding Corp), Reconstitution Agreement (HarborView 2007-7), Sale and Servicing Agreement (Luminent Mortgage Trust 2006-6)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 10.02, 10.03(c), (e), (f) and (g), 10.04, 10.05 and 10.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 10.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1610.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 10.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorOwner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 10.05 and 11.09 10.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.0710.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Assignment, Assumption and Recognition Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd2)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section. (b) It shall not be necessary for the Servicer to seek the consent of the Owner to the utilization of any subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 3.01(m), 4.14, 6.04, 6.09 and 10.02 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.02(b) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.166.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 6.09 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 6.04(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Owner, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 6.09 and 11.09 10.02 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and Attestation Report and the Master Servicer, any assessment of compliance and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.076.09, in each case as and when required to be delivered. 18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.17: For purposes of this Agreement, and with respect to any Mortgage Loan in a Pass-Through Transfer, the related Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement, with respect to such Mortgage Loans. 19. The Agreement is hereby amended effective as of the date hereof by deleting Exhibit E in its entirety and replacing it with the following:

Appears in 3 contracts

Samples: Servicing Agreement (SACO I Trust 2006-6), Servicing Agreement (SACO I Trust 2006-7), Servicing Agreement (SACO I Trust 2006-8)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any related Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Subsection. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Subsection. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 3.16 this Subsection and with Subsections 12A.02, 12A.03(c), (e) and (f), 12A.04, and 12A.05 of this Article XI Agreement, and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 12A.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 12A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 12A.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 12A.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or If required by Regulation AB, the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, a Participating Entities and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, . (c) The Seller shall cause any such Subcontractor Participating Entity used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 and 11.09 Subsections 12A.05 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor such, Participating Entity under Section 11.05 and Section 11.07Subsection 12A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under the Servicing Agreement or this Assignment unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under the Servicing Agreement or this Assignment unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of any Master Servicer or the Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and the Depositor to comply with the provisions of this Section 3.16 and this Article XI with Sections 7A.03, 7A.04, 7A.05 and 7A.07 of the Servicing Agreement to the same extent as if such Subservicer were the Master Servicer (except and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 7A.03 of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.167A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 7A.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 7A.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of any Master Servicer or the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to any Master Servicer and the Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorDepositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 7A.05 and 11.09 7A.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.077A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-F1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Section 4.30. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) of this Section 4.30. (i) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 4.30 and with Sections 6.04, 6.06, 9.01(d)(iii). 9.01(d)(v). 9.01(d)(vi), 9.01(d)(vii), 9.01(d)(viii) and 9.01(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(d)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.166.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Seller's Warranties and Servicing Agreement (STARM Mortgage Loan Trust 2007-3), Seller's Warranties and Servicing Agreement (MASTR Alternative Loan Trust 2007-1), Seller's Warranties and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-2)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 11.02, 11.03(c), (e), (f) and (g), 11.04, 11.05 and 11.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 11.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1611.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 11.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorOwner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.05 and 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0711.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Reconstitution Agreement (HarborView 2007-7), Reconstitution Agreement (HarborView 2007-2), Servicing Agreement (Harborview 2006-Bu1)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Subsection 34.06. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Subsection 34.06. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section 3.16 this Subsection 34.06, with Subsections 34.02, 34.03(c), (e), (f) and (g), 34.04, 34.05 and 34.07 of this Article XI Agreement and with Sections 11.29, 11.30, 11.31, 11.32 of the Servicing Addendum, to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 34.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 34.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 34.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 34.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 34.05 and 11.09 34.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 34.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2), Master Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner or any depositor to the utilization of any Subservicer. If required by Regulation AB, after reasonable notice from the Owner or the parties involved in the Owner’s Securitization Transaction, the Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor Owner and any depositor to comply with the provisions of this Section 3.16 and with Sections 10.09, 5.02(b) and (d), 4.04, 4.10 and 4.06 of this Article XI Agreement, and to provide the same extent as if such Subservicer were the Master Servicer (except information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 5.02(c) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor Owner and any depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.164.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 4.10 and Section 4.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 4.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner or any other party hereto depositor to the utilization of any Subcontractor. The Master Servicer If required by Regulation AB, after reasonable notice from the Owner or the Trusteeparties involved in the Owner’s Securitization Transaction, as applicable, the Servicer shall promptly upon request provide to the Depositor Owner and any depositor (or any designee of the Depositordepositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation ABParticipating Entities, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Participating Entity identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master The Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Depositor Owner and any depositor to comply with the provisions of Sections 11.07 4.10 and 11.09 4.06 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableAgreement. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor Participating Entity and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor Participating Entity under Section 11.05 Sections 4.10 and Section 11.074.06, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab3), Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Oa1)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Subsections 12A.02, 12A.03(c), (e), (f) and (g), 12A.04, 12A.05 and 12A.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 12A.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 12A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 12A.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 12A.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorPurchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 12A.05 and 11.09 12A.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 12A.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Master Mortgage Loan Purchase and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2, 3(c), (e), (f) and (g), 4, 5, and 07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3(d) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.164, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 5 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 5 and 11.09 7 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.075, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2007-3), Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-Cl1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ai) of this Section 13.06. The Master Servicer Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (ii) below of this Section 13.06. (i) It shall not be necessary for the Company to seek the consent of the Initial Owner or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Initial Owner and any Depositor to comply with the provisions of this Section 3.16 and this Article XI with Sections 13.02, 13.03(iii) and (v), 13.04, 13.05 and 13.07 to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Initial Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or . (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Initial Owner or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Initial Owner and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance reasonably satisfactory to the Initial Owner and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (ia) the identity of each such Subcontractor, (iib) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iiic) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iib) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Initial Owner and any Depositor to comply with the provisions of Sections 11.07 Section 13.05 and 11.09 of this Agreement 13.07 to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Initial Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Flow Sale and Servicing Agreement (GSR 2006-4f), Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-2f), Flow Sale and Servicing Agreement (GSR Mortgage Loan Trust 2007-4f)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Seller, the Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Seller, the Master Servicer and any Depositor to comply with the provisions of this Section 3.16 and with Sections 10.02, 10.03(a), (c), (d) and (e), 10.04, 10.05 and 10.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 10.03(b) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Seller, the Master Servicer and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1610.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 10.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Seller, the Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Seller, the Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Seller, the Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) each discrete function identified in Item 1122(d) of Regulation AB which is being performed by each such Subcontractor (iii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iiiiv) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (iiiii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Seller, the Master Servicer and any Depositor to comply with the provisions of Sections 11.07 10.05 and 11.09 10.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and Seller, the Master Servicer, Servicer and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.0710.05, in each case as and when required to be delivered.

Appears in 3 contracts

Samples: Servicing Agreement (MASTR Alternative Loan Trust 2006-3), Servicing Agreement (MASTR Asset Securitization Trust 2006-3), Servicing Agreement (MASTR Alternative Loan Trust 2006-1)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 4.24. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 4.24. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 4.24 and with Sections 6.04, 6.06 and 9.01 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(e)(iv) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Owner, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. Any Subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Each Subservicer shall be (i) authorized to transact business 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 Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through the Servicer or otherwise, the Servicer shall remain obligated and liable to the Owner and its successors and assigns for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer. For purposes of this Agreement, the Assignment Agreements shall not be deemed to be Subservicing Agreements. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner, any Master Servicer and any Depositor to comply with the provisions of Sections 11.07 6.04, 6.06 and 11.09 9.01 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner, any Master Servicer and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 Sections 6.04 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (HSI Asset Securitization CORP Trust 2006-He2), Servicing Agreement (HSI Asset Securitization CORP Trust 2006-He1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section 4.29. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.29. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 4.29 and with Sections 6.04, 6.06, 9.01(d)(iii), 9.01(d)(v), 9.01(d)(vii), 9.01(d)(viii) and 9.01(e) of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 9.01(d)(iv) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 6.06 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 6.06 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.06 and 11.09 9.01(e) of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.076.06, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Seller's Warranties and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2006-Wf1), Seller's Warranties and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer, to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor “participating in the Servicing function” within the meaning of Item 1122 of Regulation AB, and shall not permit any Subservicer to hire or otherwise utilize the services of any such Subcontractor to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Initial Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Initial Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 2.02, 2.03( c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Article XI Reg AB Addendum to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 2.03(d) of this Reg AB Addendum. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Initial Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.162.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 2.05 and Regulation AB and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 2.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer delivered under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.Regulation AB. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Initial Owner, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Initial Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance reasonably satisfactory to the DepositorInitial Owner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Initial Owner and any Depositor to comply with the applicable provisions of Sections 11.07 2.05 and 11.09 2.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableReg AB Addendum. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Initial Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.072.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Lehman XS Trust Series 2007-15n), Sale and Servicing Agreement (Lehman XS Trust Series 2007-2n)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed 126 in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy9), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy9)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa1)

Use of Subservicers and Subcontractors. (a) The Master Servicer Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (d) of this Section. (b) The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 3.01(r) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any servicer compliance statement Annual Statement of Compliance required to be delivered by such Subservicer under Section 3.166.04(a), any assessment Assessment of compliance Compliance and attestation Attestation Report required to be delivered by such Subservicer under Section 11.07 6.07 and any certification Annual Certification required to be delivered to the Certifying Person under Section 11.05 6.04(b) as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (bc) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 6.07 and 11.09 11.18 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the Master Servicer, any assessment of compliance and attestation other certificates required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.076.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac2)

Use of Subservicers and Subcontractors. The Seller shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this Section. The Master Servicer Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under this Agreement or any Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Seller to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Seller shall cause any Subservicer used by the Master Servicer Seller (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 17.02, 17.03(c) and (e), 17.04, 17.05 and 17.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Seller, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 17.03(d) of this Agreement. The Master Servicer Seller shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 3.1617.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 17.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 17.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Seller to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Seller shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Seller or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Seller shall cause any such Subcontractor used by such Person the Seller (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 17.05 and 11.09 17.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableSeller. The Master Servicer or the Trustee, as applicable, Seller shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0717.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1), Master Mortgage Loan Purchase and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar7)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Indenture Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Indenture Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Indenture Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Indenture Trustee, as applicable. The Master Servicer or the Indenture Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (GSC Capital Corp. Mortgage Trust 2006-2), Sale and Servicing Agreement (GSC Capital Corp. Mortgage Trust 2006-1)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 3.17 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.163.17, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto prior to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or Servicer, any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or Servicer, any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-6), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-5)

Use of Subservicers and Subcontractors. The Servicer may arrange for the subservicing of any Mortgage Loan by a Subservicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Each Subservicer shall be (ai) The Master authorized to transact business 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 Sub-Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through the Servicer or otherwise, the Servicer shall cause any Subservicer used by remain obligated and liable to the Master Servicer (or by any Subservicer) Purchaser and its successors and assigns for the benefit servicing and administration of the Depositor to comply Mortgage Loans in accordance with the provisions of Section 3.16 this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Subservicer and this Article XI to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. All actions of each Subservicer were performed pursuant to the Master related Sub-Servicing Agreement shall be performed as an agent of the Servicer (except with the same force and effect as if performed directly by the Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Assignment, Assumption and Recognition Agreement (Hsi Asset Securitization Corp), Assignment, Assumption and Recognition Agreement (HSI Asset Loan Obligation Trust 2007-Ar1)

Use of Subservicers and Subcontractors. The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Master Servicer Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Sections 13.02, 13.03(c), (e), (f) and (g), 13.04, 13.05 and 13.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Company, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 13.03(d) of this Agreement. The Master Servicer Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1613.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 13.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 13.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Company to seek the consent of the Depositor Purchaser, any Master Servicer or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer Company or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, Company shall cause any such Subcontractor used by such Person the Company (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 13.05 and 11.09 13.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicableCompany. The Master Servicer or the Trustee, as applicable, Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 11.05 and Section 11.0713.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Seller’s Purchase, Warranties and Servicing Agreement (CSMC Trust 2007-4), Seller’s Purchase, Warranties and Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI X to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 10.7 and any certification required to be delivered to the Certifying Person under Section 11.05 10.5 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 6.2 of Form 8-K. (b) It shall not be necessary for the Master Servicer, Servicer or any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor Subcontractor, who is a Reporting Subcontrator, identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 10.7 and 11.09 10.9 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's ’s duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable). The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.0710.7, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec. Mort Pass THR Certs Ser 2006-Aa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar1)

Use of Subservicers and Subcontractors. (a) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Depositor to comply with the provisions of Section 3.16 and this Article XI to the same extent as if such Subservicer were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person). The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 and any certification required to be delivered to the Certifying Person under Section 11.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as the Master Servicer or administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person (or in the case of the Master Servicer or any Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 11.07 and 11.09 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the 127 Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc4), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc3)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Securitization Transaction unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Securitization Transaction unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 3.16 and with Sections 14.02, 14.03(c), (e), (f) and (g), 14.04, 14.05 and 14.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Section 14.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.1614.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 14.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 14.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee to seek the consent of the Depositor or any other party hereto to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Owner, any Master Servicer and any Depositor (or any designee of the Depositor, such as the Master Servicer or an administrator) a written description (in form and substance satisfactory to the DepositorOwner, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (c) As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 11.07 14.05 and 11.09 14.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor and the Master Servicer, any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 11.05 and Section 11.0714.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2007-Ab1), Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-1)

Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Master Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. (a) It shall not be necessary for the Servicer to seek the consent of the Purchaser or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 3.16 and with Subsections 34.02, 34.03(c) and (e), 34.04, 34.05 and 34.07 of this Article XI Agreement to the same extent as if such Subservicer were the Master Servicer (except Servicer, and to provide the information required with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person)such Subservicer under Subsection 34.03(d) of this Agreement. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 3.16Subsection 34.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 11.07 Subsection 34.05 and any certification required to be delivered to the Certifying Person that will be responsible for signing the Sarbanes Certification under Section 11.05 Subsection 34.05 as and when required to be delivered. As a condition to the succession to any Subservicer as subservicer under this Agreement by any Person (i) into which such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to any Subservicer, the Master Servicer shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K.. (b) It shall not be necessary for the Master Servicer, any Subservicer or the Trustee Servicer to seek the consent of the Depositor Purchaser or any other party hereto Depositor to the utilization of any Subcontractor. The Master Servicer or the Trustee, as applicable, shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as the Master Servicer a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by such Person (or in the case of the Master Servicer or any Subservicer), specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Reporting Subcontractor“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Master Servicer or the Trustee, as applicable, shall cause any such Subcontractor used by such Person the Servicer (or in the case of the Master Servicer or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 11.07 Subsections 34.05 and 11.09 34.07 of this Agreement to the same extent as if such Subcontractor were the Master Servicer (except with respect to the Master Servicer's duties with respect to preparing and filing any Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable. The Master Servicer or the Trustee, as applicable, shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor and the Master Servicer, any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 11.05 and Section 11.07Subsection 34.05, in each case as and when required to be delivered.

Appears in 2 contracts

Samples: Mortgage Loan Sale and Servicing Agreement (GSR Mortgage Loan Trust 2006-Oa1), Trust Agreement (GSAA Home Equity Trust 2007-8)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!