Common use of Master Servicer to Service Mortgage Loans Clause in Contracts

Master Servicer to Service Mortgage Loans. (i) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. The Master Servicer in such capacity may also consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or

Master Servicer to Service Mortgage Loans. (i) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection connec- tion with such servicing and administration which it may deem necessary or desirable, it t being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. The Master Servicer in such capacity may also consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; orthat

Master Servicer to Service Mortgage Loans. (i) The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in a manner consistent accordance with the terms of this Agreement customary and with general industry practice prudent servicing procedures for residential mortgage loans and shall have full power and authority, acting alone or through a subservicerSub-Servicers as provided in Section 5.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by itadministration. Without limiting the generality of the foregoing, the Master Servicer shall continue, and in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the TrusteeTrustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of itselfthe Certificateholders, the Securityholders and the Trustee, the Certificate Insurer and the Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon At the written request of a Servicing Officer, furnish the Master Servicer with Servicer, the Trustee shall execute any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out service and administer the Mortgage Loans and the Trustee shall not be liable for the Master Servicer's or any Sub-Servicer's application thereof and shall be indemnified by the Master Servicer for its use of such powers of attorney. In connection with the servicing and administrative duties hereunderadministration of the Mortgage Loans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer in such capacity may also consent agree to changes to the placing terms of a lien senior Mortgage Note or Mortgage which would otherwise be violative thereof if (i) the Master Servicer has determined that such changes are necessary to that avoid prepayment of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed or to accommodate the Trust and, immediately following request of a Mortgagor to extend the placement scheduled maturity date of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originatedbeyond the period of the original term to maturity and such changes are consistent with prudent business practice as evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; orprovided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Xxxxxxx Xxxxx & Co. Inc. (or its successor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificate-holders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the Master Servicer to the extent permitted by Sections 5.09 and 5.23.

Master Servicer to Service Mortgage Loans. (i) The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in a manner consistent accordance with the terms of this Agreement customary and with general industry practice prudent servicing procedures for residential mortgage loans and shall have full power and authority, acting alone or through a subservicerSub-Servicers as provided in Section 5.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by itadministration. Without limiting the generality of the foregoing, the Master Servicer shall continue, and in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the TrusteeTrustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of itselfthe Certificateholders, the Securityholders and the Trustee, the Certificate Insurer and the Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon At the written request of a Servicing Officer, furnish the Master Servicer with Servicer, the Trustee shall execute any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out service and administer the Mortgage Loans and the Trustee shall not be liable for the Master Servicer's or any Sub-Servicer's application thereof and shall be indemnified by the Master Servicer for its use of such powers of attorney. In connection with the servicing and administrative duties hereunderadministration of the Mortgage Loans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer in such capacity may also consent agree to changes to the placing terms of a lien senior Mortgage Note or Mortgage which would otherwise be violative thereof if (i) the Master Servicer has determined that such changes are necessary to that avoid prepayment of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed or to accommodate the Trust and, immediately following request of a Mortgagor to extend the placement scheduled maturity date of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originatedbeyond the period of the original term to maturity and such changes are consistent with prudent business practice as evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; orprovided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Merrill Lynch & Co. Inc. (xx xxx xxxxxssor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificate-holders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the Master Servicer to the extent permitted by Sections 5.09 and 5.23.

Master Servicer to Service Mortgage Loans. (i) The Master ----------------------------------------- Servicer shall service and administer the Mortgage Loans in a manner consistent accordance with the terms of this Agreement customary and with general industry practice prudent servicing procedures for residential mortgage loans and shall have full power and authority, acting alone or through a subservicerSub-Servicers as provided in Section 5.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by itadministration. Without limiting the generality of the foregoing, the Master Servicer shall continue, and in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the TrusteeTrustee when the Master Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of itselfthe Certificateholders, the Securityholders and the Trustee, the Certificate Insurer and the Surety or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon At the written request of a Servicing Officer, furnish the Master Servicer with Servicer, the Trustee shall execute any limited powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out service and administer the Mortgage Loans and the Trustee shall not be liable for the Master Servicer's or any Sub-Servicer's application thereof and shall be indemnified by the Master Servicer for its use of such powers of attorney. In connection with the servicing and administrative duties hereunderadministration of the Mortgage Loans, the Master Servicer may at the request of a Mortgagor or at its own initiative agree to modify the Mortgage Note or Mortgage relating to the Mortgage Loan of such Mortgagor or, subject to the provisions of this Agreement, waive compliance by the Mortgagor with any provision of such Mortgage Note or Mortgage, provided, however, that any such modification or waiver shall not (i) extend the scheduled maturity date of, modify the Mortgage Rate payable under (except as required by law or as contemplated by the Mortgage Note), or constitute a cancellation or discharge of the outstanding principal balance of, such Mortgage Loan, (ii) be inconsistent with the Master Servicer's then current practice respecting comparable mortgage loans held in its own portfolio, or (iii) materially and adversely affect the security afforded by the Mortgaged Property (any modification, waiver or change of the nature described in Section 5.07 being deemed not to violate clause (i) or clause (iii) above). The foregoing clauses (i) and (iii) in the preceding paragraph are subject to the proviso that the Master Servicer in such capacity may also consent agree to changes to the placing terms of a lien senior Mortgage Note or Mortgage which would otherwise be violative thereof if (i) the Master Servicer has determined that such changes are necessary to that avoid prepayment of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed or to accommodate the Trust and, immediately following request of a Mortgagor to extend the placement scheduled maturity date of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originatedbeyond the period of the original term to maturity and such changes are consistent with prudent business practice as evidenced by a certificate signed by a Servicing Officer to such effect, (ii) the Master Servicer shall purchase the related Mortgage Loan for the Purchase Price on the Determination Date immediately following the Due Period during which such changes were made and deposit such Purchase Price in the Certificate Account on or prior to such Determination Date and (iii) such changes and subsequent purchase will not affect the status of the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, the Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) as a REMIC as evidenced by an Opinion of Counsel (provided at the expense of the Master Servicer) to such effect delivered to the Trustee; orprovided, however, that the purchase of the related Mortgage Loan pursuant to the foregoing clause (ii) shall occur on the second Business Day following the date on which such changes were made if the short-term credit rating of the Xxxxxxx Xxxxx & Co. Inc. (or its successor interest) is downgraded below A-1/P-1. Any such repurchase shall be accomplished in the same manner and subject to the same conditions set forth in Section 2.02. Upon making any such repurchase the Servicer shall be entitled to receive an instrument of assignment or transfer from the Trustee to the same extent as set forth in Section 2.02. Nothing herein shall be deemed to constitute a joint venture or partnership between the Master Servicer and the Trustee. All Servicing Advances made by the Master Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificate-holders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the Master Servicer to the extent permitted by Sections 5.09 and 5.23.

Master Servicer to Service Mortgage Loans. (i) The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Trustees, the Securityholders and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Securityholders and the Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. The Master Servicer in such capacity may also consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (x) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; oror (y) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-off Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; provided, further, that such senior lien does not secure a note that provides for negative amortization. Notwithstanding the foregoing, the Master Servicer can consent to the placing of liens senior to that of a Mortgage on the related Mortgaged Property which have a principal balance in excess of the principal balance of the senior lien it replaces on Mortgage Loans having in the aggregate Asset Balances not in excess of ___% of the Cut-off Date Pool Balance; provided, however, that, with respect to Mortgage Loans which as of the Cut-off Date had Combined Loan-to-Value Ratios in excess of ___%, the aggregate Asset Balance of such Mortgage Loans with respect to which the senior lien may be so modified shall not exceed _____% of the Cut-off Date Pool Balance (such ___% and _____% herein referred to as the "Increased Senior Lien Limitation"). Any such increase to the principal balance of the senior lien shall not exceed the greater of $_______ and _____% of the principal balance of the senior lien prior to such increase. The Master Servicer may also, without prior approval from the Rating Agencies or the Credit Enhancer, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the Combined Loan-to-Value Ratios or the Mortgage Loans as of the Cut-off Date and (ii) such increases are consistent with the Master Servicer's underwriting policies. In addition, the Master Servicer may increase the Credit Limits on Mortgage Loans having aggregate balances of up to ____% of the aggregate Cut-off Date Pool Balance, without obtaining new appraisals provided that (i) the increase in the Credit Limit does not cause the Combined Loan-to-Value Ratios of the Mortgage Loans to exceed _____% and (ii) the increase is consistent with the Master Servicer's underwriting policies. Furthermore, the Master Servicer may, without prior approval from the Rating Agencies and the Credit Enhancer solicit Mortgagors for a reduction in Loan Rates; provided that the Master Servicer can only reduce such Loan Rates on up to ____% of the Mortgage Loans by Cut-off Date Pool Balance. Any such solicitations shall not result in a reduction in the weighted average Gross Margin of the Mortgage Loans in the pool by more than ____ basis points taking into account any such prior reductions. In addition, the Master Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor provided that such changes (i) do not materially and adversely affect the interests of Securityholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. In addition to the foregoing, the Master Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interest of Securityholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Master Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Master Servicer (and of any successor to the Master Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.