Common use of Designated Mortgage Loans Clause in Contracts

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Bank One Servicing Agreement, with respect to American FirstBank One, Section 8.01 9.01 of the Chevy Chase CMMC Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgageCMMC, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 8.01 of the GMACM First Republic Servicing Agreement, with respect to GMACMFirst Republic, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 14.01 of the JPMorgan Nexstar Servicing Agreement, with respect to JPMorganNexstar, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB WMBFA Servicing Agreement, with respect to WMBWMBFA. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In any either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer (or, with respect to U.S. Central, to cause to be serviced or administered) the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan U.S. Central Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National CityU.S. Central, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. With respect to a failure by U.S. Central to perform any of its obligations under the U.S. Central Servicing Agreement, which failure results in an event of default as provided in Section 9.01 of the U.S. Central Servicing Agreement, the Master Servicer shall also exercise the Assigned Rights (as defined in the U.S. Central Servicing Agreement) as provided in Section 9.03 of the U.S. Central Servicing Agreement. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer (or, with respect to U.S. Central, to cause to be serviced or administered) the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 9.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 9.01 of the U.S. Central Servicing Agreement, with respect to U.S. Central, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. With respect to a failure by U.S. Central to perform any of its obligations under the U.S. Central Servicing Agreement, which failure results in an event of default as provided in Section 9.01 of the U.S. Central Servicing Agreement, the Master Servicer shall also exercise the Assigned Rights (as defined in the U.S. Central Servicing Agreement) as provided in Section 9.03 of the U.S. Central Servicing Agreement. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer (or, with respect to U.S. Central, to cause to be serviced or administered) the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 9.01 of the U.S. Central Servicing Agreement, with respect to U.S. Central, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. With respect to a failure by U.S. Central to perform any of its obligations under the U.S. Central Servicing Agreement, which failure results in an event of default as provided in Section 9.01 of the U.S. Central Servicing Agreement, the Master Servicer shall also exercise the Assigned Rights (as defined in the U.S. Central Servicing Agreement) as provided in Section 9.03 of the U.S. Central Servicing Agreement. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 14.01 of the ABN AMRO Cenlar Servicing Agreement, with respect to ABN AMROCenlar, Section 8.01 9.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB WMBFA Servicing Agreement, with respect to WMBWMBFA. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In any either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer (or, with respect to U.S. Central, to cause to be serviced or administered) the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 9.01 of the ABN AMRO Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgage, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National City, Section 9.01 of the U.S. Central Servicing Agreement, with respect to U.S. Central, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. With respect to a failure by U.S. Central to perform any of its obligations under the U.S. Central Servicing Agreement, which failure results in an event of default as provided in Section 9.01 of the U.S. Central Servicing Agreement, the Master Servicer shall also exercise the Assigned Rights (as defined in the U.S. Central Servicing Agreement) as provided in Section 9.03 of the U.S. Central Servicing Agreement. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.

Designated Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of each Designated Servicer to service and administer (or, with respect to U.S. Central, to cause to be serviced or administered) the related Designated Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, and shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Designated Servicer. The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated Servicing Agreement, which failure results in an event of default as provided in Section 8.01 9.01 of the ABN AMRO JPMorgan Servicing Agreement, with respect to ABN AMRO, Section 8.01 of the American First Servicing Agreement, with respect to American First, Section 8.01 of the Chevy Chase Servicing Agreement, with respect to Chevy Chase, Section 14.01 of the CitiMortgage Servicing Agreement, with respect to CitiMortgageJPMorgan, Section 14.01 of the Countrywide Servicing Agreement, with respect to Countrywide, Section 8.01 of the Fifth Third Servicing Agreement, with respect to Fifth Third, Section 9.01 of the GMACM Servicing Agreement, with respect to GMACM, Section 14.01 of the HSBC Servicing Agreement, with respect to HSBC, Section 9.01 of the JPMorgan U.S. Central Servicing Agreement, with respect to JPMorgan, Section 8.01 of the National City Servicing Agreement, with respect to National CityU.S. Central, Section 8.01 of the Wachovia Servicing Agreement, with respect to Wachovia or Section 6.1 of the WMB Servicing Agreement, with respect to WMB. In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. With respect to a failure by U.S. Central to perform any of its obligations under the U.S. Central Servicing Agreement, which failure results in an event of default as provided in Section 9.01 of the U.S. Central Servicing Agreement, the Master Servicer shall also exercise the Assigned Rights (as defined in the U.S. Central Servicing Agreement) as provided in Section 9.03 of the U.S. Central Servicing Agreement. In any case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage Loans shall be deemed as “Non-Designated Mortgage Loans” under this Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action. To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.