Common use of Trustee to Act; Appointment of Successor Clause in Contracts

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Appears in 136 contracts

Samples: Pooling and Servicing Agreement (Norwest Integrated Structured Assets Inc Series 2000-1 Trust), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp Mor Pas THR Cer Se 2002-16), Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 2000 1)

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Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 16 contracts

Samples: Custodial Agreement (Wells Fargo Mortgage Backed Securities 2007-12 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar12 Trust.), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008-Ar2 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-P Trust), Custodial Agreement (Wells Fargo Mortgage Asset-Backed Pass -Through Certificates, Series 2005-1), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-R Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar4 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar5 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-1 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, howeverHOWEVER, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Norwest Integrated Structured Assets Inc Series 1999-1 Trust), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-5), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1999-4 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 5 contracts

Samples: Custodial Agreement (Wells Fargo Alternative Loan 2007-Pa1 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-19 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-17 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008 -1 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-2 Trust), Custodial Agreement (Wells Fargo Mortgage Backed Securities 2007-3 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-10 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-1 Trust), Custodial Agreement (Wells Fargo Mortgage Backed Securities 2007-4 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-W Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities Series 2004-S Trust)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as master servicer such under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to hereof, including, without limitation, the Master Servicer. In 's obligation to make Delinquency Advances; provided, that any failure to perform such duties or responsibilities caused by the event that Master Servicer's or the Special Servicer's failure to provide information or monies required by Section 7.01 shall not be considered a default by the Trustee is succeeding to hereunder. The Trustee shall not be liable for any of the representations and warranties of the Master Servicer as or the Special Servicer or for any losses incurred by the Master Servicer, as Servicer or the Special Servicer pursuant to Section 3.06 hereunder nor shall the Trustee be required to purchase any Mortgage Loan or Serviced B Note hereunder. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of the applicable Servicing Fee and Special Servicing Fee and all funds relating to the Mortgage Loans and the Serviced B Notes which the Master Servicing FeeServicer or the Special Servicer (other than any Workout Fees owed pursuant to Section 3.11(c)) would have been entitled to charge to the Certificate Account, together with such other servicing compensation as is agreed to at such time by any Serviced Whole Loan Custodial Account or the Trustee and Distribution Account if the Master Servicer, but in no event more than 25% thereof until Servicer or the date of final cessation of the Master Servicer's servicing activities Special Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Holders of Certificates entitled to obtain at least 51% of the Voting Rights so request in writing to the Trustee or if the Trustee is not approved as a qualifying bid master servicer or special servicer, as described belowthe case may be, appointby each Rating Agency rating the Certificates, promptly appoint any FNMA or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or FHLMC-approved mortgage loan servicing institution having that has a net worth of not less than $10,000,000 and meeting is otherwise acceptable to each such other standards for a successor servicer Rating Agency (as are set forth hereinevidenced by Rating Agency Confirmation), as the successor to the Master Servicer hereunder or the Special Servicer, as the case may be, in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer or the Special Servicer, as the case may be, hereunder shall be effective until the assumption of the successor to the Master Servicer or the Special Servicer, as the case may be, of all the responsibilities, duties and liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Master Servicer or the Special Servicer, as the case may be, hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with any such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and the Serviced B Notes or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee shall be reimbursed for all of its out-of-pocket expenses incurred in connection with obtaining such successor servicer by the Trust within 60 days of the Trustee's submission of an invoice with respect thereto and after making reasonable efforts to collect such amounts from the successor servicer, to the Master Servicer as provided above. The compensation of any extent such expenses have not been reimbursed by the successor master servicer so appointed servicer; such expenses paid by the Trust Fund shall not exceed the compensation specified in Section 6.05be deemed to be an Additional Trust Fund Expense.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Available Master Servicing FeeCompensation less any Compensating Interest payable by the Master Servicer on the next Distribution Date, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Cert Ser 2001-34), Pooling and Servicing Agreement (Wells Fargo Asset Sec Corp Mor Pass THR Cert Ser 2001-25)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's ’s master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer’s master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer’s successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer’s function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer’s obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)

Trustee to Act; Appointment of Successor. When Upon the receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 6.047.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event hereof; provided, however, that the Trustee is succeeding (i) shall be under no obligation to purchase any XXX pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability incurred by the Master Servicer as (other than to make advances deemed recoverable and not previously made) at or prior to the time of receipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with either Master Servicer's failure to modify its computer and any other systems in a manner such that such Master Servicer can service the related XXXx in accordance with the terms of this Agreement on and after January 1, as 2000. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all funds relating to the XXXx which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by the Trustee and retain if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due the Master Servicer's servicing activities hereunderServicer as reimbursement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution which is a Xxxxxx Xxx or Xxxxxxx Mac-approved servicer, bank or mortgage servicing institution and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the XXXx as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the Master Servicer as provided aboveperformance of master servicing responsibilities hereunder. The compensation of Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Samco Mortgage Securities Corp)

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Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust Administrator on behalf of the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee Trust Administrator is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee Trust Administrator shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee Trust Administrator and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee Trust Administrator may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee Trust Administrator shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05 hereof. In the event the Trust Administrator is required to solicit bids as provided above, the Trust Administrator shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trust Administrator shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trust Administrator shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trust Administrator from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trust Administrator to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trust Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trust Administrator and any successor servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trust Administrator or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trust Administrator or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trust Administrator nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trust Administrator) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1996-5)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and under the Selling and Servicing Contracts with respect to the Mortgage Loans in the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising after the Master Servicer receives such notice of termination placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor thereof, and shall have the same limitation of limitations on liability herein granted to the Master Servicer. In the event ; provided, that the Trustee is succeeding to shall not under any circumstances be responsible for any representations and warranties or any Purchase Obligation of the Company or any liability incurred by the Master Servicer as at or prior to the time the Master Servicer, Servicer was terminated as Master Servicer and the Trustee shall not be obligated to make a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by retain or to withdraw from the Trustee and Certificate Account if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due to the Master Servicer's servicing activities Servicer as reimbursement for advances previously made or amounts previously expended and are otherwise reimbursable hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, shall if it is unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05155

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass Thro Cert Ser 1999-4)

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-4 Trust.)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Union Planters Mortgage Finance Corp)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. -52- 57 Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Union Planters Home Equity Corp)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor master servicer so appointed to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Union Planters Mortgage Finance Corp)

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee Standby Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and hereof; provided however, that in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Standby Servicer refuses or is unable to act as successor Master Servicer, the Trustee is succeeding or a successor Master Servicer appointed pursuant to this Section 7.02 shall be the successor Master Servicer hereunder and provided further, however, that if no Certificate Insurer Default shall have occurred and be continuing the Certificate Insurer, by written notice to the Trustee, the Transferor, the Master Servicer and the Standby Servicer, may designate another Person to act as successor Master Servicer hereunder. As compensation therefor, the Trustee, its designee, or other successor Master Servicer, as compensation thereforthe case may be, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Contracts which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by charge to the Trustee and Certificate Account if the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities Servicer had continued to act hereunder. Notwithstanding If the aboveStandby Servicer refuses or is unable to act as successor Master Servicer hereunder, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing experienced servicer of motor vehicle installment sales contracts and home finance institution, bank or mortgage servicing institution notes having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . The Trustee shall obtain the prior written consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) before appointing a successor master servicer Master Servicer other than the Standby Servicer, and any successor Master Servicer other than the Standby Servicer shall be satisfactory to the Certificate Insurer (unless a Certificate Insurer Default has occurred and is appointed and has assumed the responsibilities, duties and liabilities continuing). Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided however, that no such compensation to the Trustee shall be in excess of that permitted the Master Servicer hereunder unless (A) the Trustee and the Certificate Insurer (or if a Certificate Insurer Default has occurred and is continuing, holders of Certificates evidencing a majority in Percentage Interests of the Certificates) agree in writing to a larger Master Servicing Fee and (B) each Rating Agency delivers a letter to the Trustee to the effect that such larger Master Servicing Fee will not result in a reduction or the withdrawal of the rating assigned by such Rating Agency to the Certificates; and provided further, however, that the Master Servicing Fee to a successor Master Servicer, including the Trustee, shall not exceed a monthly fee equal to 1/12th of the product of (i) the aggregate amount of the Outstanding Principal Balances of all Contracts outstanding as of the last day of the related Due Period and (ii) two percent (2%). The Transferor, the Trustee, any Subservicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee shall succeed to the Master Servicer's duties as Master Servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee and its duties in its capacity as a successor Master Servicer to the Master Servicer as provided aboveand the servicing of the Contracts. The compensation of any successor master servicer so appointed In the event that the Trustee shall not exceed seek to appoint a successor Master Servicer within three months of its succession to the compensation specified in Master Servicer's duties as servicer, it shall resign as Trustee pursuant to Section 6.058.06 and the Transferor shall, with the written consent of the Certificate Insurer (unless a Certificate Insurer Default shall have occurred and be continuing), appoint, or the Trustee shall petition a court to appoint, a successor trustee pursuant to such Section 8.06. To the extent a successor Master Servicer is appointed, the Trustee shall not be liable for the acts or omissions of such successor Master Servicer.

Appears in 1 contract

Samples: Custodial Agreement (National Auto Finance Co Inc)

Trustee to Act; Appointment of Successor. When (a) Upon the receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 6.047.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof; PROVIDED, HOWEVER, it is understood and agreed by the parties that there will be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected and that the Trustee (i) shall be under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time a successor master servicer has accepted appointment. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have Master Servicer, immediately will assume all of the same limitation obligations of liability herein granted to the Master Servicer. In the event that Servicer to make Monthly Advances and the Trustee is succeeding to will assume the other duties of the Master Servicer as soon as practicable, but in no event later than 90 days after the Trustee becomes successor Master Servicer pursuant to the preceding sentence. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Mortgage Loans which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by the Trustee and retain if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due the Master Servicer's servicing activities hereunderServicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution which is a Fannie Mae- or Freddie Mac-approved sexxxxxx, bank or mortgage servicing institution and witx xxxxxct to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such . Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that the provisions of Section 7.06 shall apply, no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the Master Servicer as provided aboveperformance of master servicing responsibilities hereunder. The compensation of Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05such succession.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

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