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MASTER SERVICING AGREEMENT

Servicing Agreement

MASTER SERVICING AGREEMENT | Document Parties: WELLS FARGO BANK, NA | Wilmington Trust Company You are currently viewing:
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WELLS FARGO BANK, NA | Wilmington Trust Company

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Title: MASTER SERVICING AGREEMENT
Governing Law: New York     Date: 10/24/2005

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WELLS FARGO BANK, N.A.,

as RMBS Master Servicer and Securities Administrator,

AMERICAN HOME MORTGAGE INVESTMENT TRUST 2005-4C,

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

MASTER SERVICING AGREEMENT

Dated as of October 7, 2005

 

Mortgage Loans

American Home Mortgage Investment Trust 2005-4C

 

 

 


 

TABLE OF CONTENTS

 

ARTICLE I

Definitions

Section 1.01

Definitions.

Section 1.02

Other Definitional Provisions.

Section 1.03

Interest Calculations.

ARTICLE II

Representations and Warranties

Section 2.01

Representations and Warranties Regarding the RMBS Master Servicer.

Section 2.02

Existence.

ARTICLE III

Administration and Servicing of Mortgage Loans

Section 3.01

RMBS Master Servicer to Assure Servicing.

Section 3.02

Monitoring of Servicer.

Section 3.03

Fidelity Bond.

Section 3.04

Liability of the RMBS Master Servicer.

Section 3.05

Assumption or Termination of Subservicing Agreements by Indenture Trustee.

Section 3.06

Collection of Mortgage Loan Payments.

Section 3.07

Withdrawals from the Securities Administrator Collection Account.

Section 3.08

Reserved.

Section 3.09

Access to Certain Documentation and Information Regarding the Mortgage Loans.

Section 3.10

Reserved.

Section 3.11

Reserved.

Section 3.12

Reserved.

Section 3.13

Reserved.

Section 3.14

Reserved.

Section 3.15

Master Servicing Compensation.

Section 3.16

Annual Officer’s Certificate as to Compliance.

Section 3.17

Annual Independent Public Accountant’s Servicing Report.

ARTICLE IV

ADVANCES; COMPENSATING INTEREST; REPORTING

Section 4.01

Reserved.

Section 4.02

Reserved.

Section 4.03

Reserved.

Section 4.04

Advances.

 

 

 


 

 

Section 4.05

Compensating Interest Payments.

Section 4.06

Exchange Act Reporting.

ARTICLE V

The RMBS Master Servicer

Section 5.01

Liability of the RMBS Master Servicer.

Section 5.02

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer.

Section 5.03

Limitation on Liability of the RMBS Master Servicer and Others.

Section 5.04

RMBS Master Servicer Not to Resign.

Section 5.05

Delegation of Duties.

Section 5.06

Indemnification.

Section 5.07

Patriot Act.

ARTICLE VI

Default

Section 6.01

Servicing Default.

Section 6.02

Indenture Trustee to Act; Appointment of Successor.

Section 6.03

Notification to Noteholders.

Section 6.04

Waiver of Defaults.

ARTICLE VII

Miscellaneous Provisions

Section 7.01

Amendment.

Section 7.02

GOVERNING LAW.

Section 7.03

Notices.

Section 7.04

Severability of Provisions.

Section 7.05

Third-Party Beneficiaries.

Section 7.06

Counterparts.

Section 7.07

Effect of Headings and Table of Contents.

Section 7.08

Termination.

Section 7.09

No Petition.

Section 7.10

No Recourse.

Section 7.11

Consent to Jurisdiction.

Section 7.12

Certain Terms Concerning Indenture Trustee.

 

 

 


 

EXHIBIT A - MORTGAGE LOAN SCHEDULE

EXHIBIT B - FORM OF REQUEST FOR RELEASE

EXHIBIT C-1 - RESERVED

EXHIBIT C-2 - FORM OF FORM CERTIFICATION TO BE PROVIDED BY THE SECURITIES ADMINISTRATOR WITH FORM 10-K

 

 

 


 

This Master Servicing Agreement, dated as of October 7, 2005, among Wells Fargo Bank, N.A., as RMBS Master Servicer (the “RMBS Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), American Home Mortgage Investment Trust 2005-4C, as Issuer (the (Issuer”) and U.S. Bank National Association, as Indenture Trustee (the (Indenture Trustee”).

W I T N E S S E T H   T H A T :

WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement, American Home Mortgage Securities LLC (the “Company” or the “Depositor”) will acquire the Mortgage Loans;

WHEREAS, the Company will create American Home Mortgage Investment Trust 2005-4C, a Delaware statutory trust, and will transfer the Mortgage Loans and all of its rights under the Mortgage Loan Purchase Agreement to the Issuer;

WHEREAS, pursuant to the terms of an Amended and Restated Trust Agreement dated as of October 7, 2005 (the “Trust Agreement”) among the Company, as depositor, Wilmington Trust Company, as owner trustee (the “Owner Trustee”) and the Securities Administrator, the Company will convey the Mortgage Loans to the Issuer in exchange for the Certificates (as defined below);

WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Depositor, the Trust Certificates, 2005-4C (the “Certificates”);

WHEREAS, pursuant to the terms of an Indenture dated as of October 7, 2005 (the “Indenture”) among the Issuer, the Securities Administrator and U.S. Bank National Association as Indenture Trustee, the Issuer will pledge the Mortgage Loans and issue and transfer to or at the direction of the Company the Mortgage-Backed Notes, Series 2005-4C, Class III-A-1, Class III-A-2, Class III-A-3, Class IV-A, Class V-A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Notes (collectively, the “Notes”); and

WHEREAS, pursuant to the terms of this Master Servicing Agreement, the RMBS Master Servicer will master service the Mortgage Loans set forth on the Mortgage Loan Schedule attached hereto as Exhibit A for the benefit of the holders of the Notes;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

 

 


 

ARTICLE I

DEFINITIONS

 

Section 1.01

Definitions .

For all purposes of this Master Servicing Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Definitions contained in Appendix A to the Indenture which is incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein.

 

Section 1.02

Other Definitional Provisions .

(a)            All terms defined in this Master Servicing Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)            As used in this Master Servicing Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Master Servicing Agreement or in any such certificate or other document, and accounting terms partly defined in this Master Servicing Agreement or in any such certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Master Servicing Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Master Servicing Agreement or in any such certificate or other document shall control.

(c)            The words (hereof,” (herein,” (hereunder” and words of similar import when used in this Master Servicing Agreement shall refer to this Master Servicing Agreement as a whole and not to any particular provision of this Master Servicing Agreement; Section and Exhibit references contained in this Master Servicing Agreement are references to Sections and Exhibits in or to this Master Servicing Agreement unless otherwise specified; and the term (including” shall mean (including without limitation”.

(d)            The definitions contained in this Master Servicing Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms.

(e)            Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

 

 


 

 

Section 1.03

Interest Calculations .

All calculations of interest hereunder that are made in respect of the Stated Principal Balance of a Mortgage Loan shall be made on the basis of a 360-day year consisting of twelve 30-day months, notwithstanding the terms of the related Mortgage Note and Mortgage.

 

 


 

ARTICLE II

REPRESENTATIONS AND WARRANTIES

 

Section 2.01

Representations and Warranties Regarding the RMBS Master Servicer .

The RMBS Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Noteholders, as of the Cut-off Date and the Closing Date, that:

(i)             The RMBS Master Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the Untied States of America and has the corporate power to own its assets and to transact the business in which it is currently engaged. The RMBS Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the RMBS Master Servicer or the validity or enforceability of this Master Servicing Agreement;

(ii)            The RMBS Master Servicer has the power and authority to make, execute, deliver and perform this Master Servicing Agreement and all of the transactions contemplated under this Master Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Master Servicing Agreement. When executed and delivered, this Master Servicing Agreement will constitute the legal, valid and binding obligation of the RMBS Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies;

(iii)          The RMBS Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Master Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be;

(iv)           The execution and delivery of this Master Servicing Agreement and the performance of the transactions contemplated hereby by the RMBS Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the RMBS Master Servicer or any provision of the certificate of incorporation or bylaws of the RMBS Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the RMBS Master Servicer is a party or by which the RMBS Master Servicer may be bound; and

 

 


 

(v)            No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the RMBS Master Servicer), or to the knowledge of the RMBS Master Servicer threatened, against the RMBS Master Servicer or any of its properties or with respect to this Master Servicing Agreement or the Notes or the Certificates which, to the knowledge of the RMBS Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Servicing Agreement.

The foregoing representations and warranties shall survive any termination of the RMBS Master Servicer hereunder.

 

Section 2.02

Existence .

The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Master Servicing Agreement.

 

 


 

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

 

Section 3.01

RMBS Master Servicer to Assure Servicing .

The RMBS Master Servicer shall supervise, monitor and oversee the obligations of the RMBS Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the RMBS Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the RMBS Master Servicer shall oversee and consult with the RMBS Servicer as necessary from time-to-time to carry out the RMBS Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the RMBS Master Servicer by the RMBS Servicer and shall cause the RMBS Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the Servicing Agreement. The RMBS Master Servicer shall independently and separately monitor the RMBS Servicer’s servicing activities with respect to the Mortgage Loans, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the RMBS Servicer’s and RMBS Master Servicer’s records, and based on such reconciled and corrected information, the RMBS Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 7.05 of the Indenture, and prepare any other information and statements required to be forwarded by the RMBS Master Servicer hereunder. The RMBS Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the RMBS Servicer pursuant to the Servicing Agreement.

The Indenture Trustee shall furnish the RMBS Servicer and the RMBS Master Servicer with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the RMBS Servicer and the RMBS Master Servicer to service and administer the related Mortgage Loans and REO Property. The Indenture Trustee shall not be liable for the RMBS Servicer’s or the RMBS Master Servicer’s use or misuse of such powers of attorney.

The Indenture Trustee shall execute and deliver to the RMBS Servicer or the RMBS Master Servicer, as applicable based on the requesting party, any court pleadings, requests for trustee’s sale or other documents necessary or reasonably desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

 

 


 

The relationship of the RMBS Master Servicer (and of any successor to the RMBS Master Servicer under this Agreement) to the Indenture Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

To the extent such matters are within the control of the RMBS Master Servicer, the RMBS Master Servicer may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property.

To the extent such matters are within the control of the RMBS Master Servicer, notwithstanding the provisions of Subsection 3.01(a), the RMBS Master Servicer shall not take any action inconsistent with the interests of the Indenture Trustee or the Noteholders or with the rights and interests of the Indenture Trustee or the Noteholders under this Master Servicing Agreement.

The RMBS Master Servicer shall master service the Mortgage Loans and shall have full power and authority to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Issuer, Noteholders and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Master Servicing Agreement and the Servicing Agreement, as applicable. The Indenture Trustee shall furnish the RMBS Master Servicer, upon written request from a Servicing Officer, with any powers of attorney empowering the RMBS Master Servicer or the RMBS Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with this Master Servicing Agreement and the Servicing Agreement, and the Indenture Trustee shall execute and deliver such other documents, as the RMBS Master Servicer may request, to enable the RMBS Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Indenture Trustee shall have no liability for use or misuse of any such powers of attorney by the RMBS Master Servicer or the RMBS Servicer). If the RMBS Master Servicer or the Indenture Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Indenture Trustee or that the Indenture Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the RMBS Master Servicer shall join with the Indenture Trustee in the appointment of a co-trustee.

 

Section 3.02

Monitoring of Servicer .

(a)            The RMBS Master Servicer shall be responsible for reporting to the Issuer, the Indenture Trustee and the Depositor the compliance by the RMBS Servicer with its duties under the Servicing Agreement. In the review of the RMBS Servicer’s activities, the RMBS Master

 

 


Servicer may rely upon an officer’s certificate of the RMBS Servicer (or similar document signed by an officer of the RMBS Servicer) with regard to such Servicer’s compliance with the terms of the Servicing Agreement. In the event that the RMBS Master Servicer, in its judgment, determines that the RMBS Servicer should be terminated in accordance with the Servicing Agreement, or that a notice should be sent pursuant to the Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the RMBS Master Servicer shall notify the Depositor, the Issuer and the Indenture Trustee thereof and the RMBS Master Servicer shall issue such notice or take such other action as it deems appropriate. In addition, upon the occurrence of any Servicing Trigger Event, the RMBS Master Servicer shall terminate the rights and responsibilities of the RMBS Servicer under the Servicing Agreement; provided, however, that in the event that the RMBS Servicer is rated “SQ2-” or better by Moody’s on any date, the Servicing Trigger Event shall no longer apply to the RMBS Servicer.

(b)            The RMBS Master Servicer, for the benefit of the Issuer, the Indenture Trustee and the Noteholders, shall enforce the obligations of the RMBS Servicer under the Servicing Agreement, and shall, in the event that the RMBS Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the RMBS Servicer thereunder and act as servicer of the related Mortgage Loans or cause a successor Servicer selected by the RMBS Master Servicer to assume the obligations of the RMBS Servicer under the Servicing Agreement; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 100 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of the Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the RMBS Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. Except as otherwise provided in Subsection (c) below, the RMBS Master Servicer shall pay the costs of such enforcement at its own expense, provided that the RMBS Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the RMBS Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

(c)            To the extent that the costs and expenses of the RMBS Master Servicer related to any termination of the RMBS Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the RMBS Master Servicer with respect to the Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the RMBS Servicer as a result of an event of default by the RMBS Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the RMBS Master Servicer shall be entitled to reimbursement of such costs and expenses from the Securities Administrator Collection Account.

 

 


 

(d)            The RMBS Master Servicer shall require the RMBS Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement.

(e)            If the RMBS Master Servicer acts as RMBS Servicer, it will not assume liability for the representations and warranties of the RMBS Servicer, if any, that it replaces.

 

Section 3.03

Fidelity Bond .

The RMBS Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such RMBS Master Servicer’s behalf, and covering errors and omissions in the performance of the RMBS Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

 

Section 3.04

Liability of the RMBS Master Servicer .

The RMBS Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

Section 3.05       Assumption or Termination of Subservicing Agreements by Indenture Trustee .

(a)            If the Indenture Trustee, as successor RMBS Master Servicer, or another successor RMBS Master Servicer shall assume the master servicing obligations of the RMBS Master Servicer in accordance with Section 6.02 below, the Indenture Trustee, to the extent necessary to permit the Indenture Trustee to carry out the provisions of Section 6.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of the RMBS Master Servicer under the Servicing Agreement. In such event, the Indenture Trustee or its designee as the successor master servicer shall be deemed to have assumed all of the RMBS Master Servicer’s rights and obligations therein and to have replaced the RMBS Master Servicer as a party to such Servicing Agreement to the same extent as if such Servicing Agreement had been assigned to the Indenture Trustee or its designee as a successor master servicer, except that the Indenture Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations or liabilities of the RMBS Master Servicer arising prior to such assumption (other than the obligation to make any Monthly Advances) and the RMBS Master Servicer shall not thereby be relieved of any liability or obligations under such Servicing Agreement arising prior to such assumption. Nothing in the foregoing shall be deemed to entitle the Indenture Trustee or its designee as a successor master servicer at any time to receive any portion of the servicing compensation provided under Section 3.15 except for the RMBS Master Servicer Compensation.

(b)            In the event that the Indenture Trustee, as successor RMBS Master Servicer, or another successor RMBS Master Servicer assumes the servicing obligations of the RMBS Master Servicer under Section 6.02, upon the reasonable request of the Indenture Trustee or such successor RMBS Master Servicer, the RMBS Master Servicer shall at its own expense (or the expense of the Trust, if the RMBS Master Servicer fails to do so) deliver to the Indenture Trustee, or to such successor RMBS Master Servicer, photocopies of all documents, files and

 

 


records, electronic or otherwise, relating to the Servicing Agreement and the related Mortgage Loans or REO Property then being serviced and an accounting of amounts collected and held by it, if any, and will otherwise cooperate and use its reasonable efforts to effect the orderly and efficient transfer of the Servicing Agreement, or responsibilities hereunder to the Indenture Trustee, as successor RMBS Master Servicer, or to such other successor RMBS Master Servicer.

 

Section 3.06

Collection of Mortgage Loan Payments .

(a)            The RMBS Master Servicer will coordinate and monitor remittances by the RMBS Servicer to it with respect to the Mortgage Loans in accordance with this Master Servicing Agreement.

(b)            The RMBS Master Servicer shall enforce the obligation of the RMBS Servicer to establish and maintain a Protected Account in accordance with the Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which account shall be deposited within 48 hours (or as of such other time specified in the Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the RMBS Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the RMBS Servicer’s own funds (less servicing compensation as permitted by the Servicing Agreement in the case of the RMBS Servicer) and all other amounts to be deposited in the Protected Account. The RMBS Servicer is hereby authorized to make withdrawals from and deposits to the Protected Account for purposes required or permitted by this Master Servicing Agreement. To the extent provided in the Servicing Agreement, the Protected Account shall be an Eligible Account and segregated on the books of such institution in the name of the Indenture Trustee for the benefit of the Noteholders.

(c)            To the extent provided in the Servicing Agreement, amounts on deposit in the Protected Account may be invested in Eligible Investments in the name of the Indenture Trustee for the benefit of Noteholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Eligible Investments shall mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Securities Administrator Collection Account, and shall be held until required for such deposit. The income earned from Eligible Investments made pursuant to this Section 3.06 shall be paid to the RMBS Servicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Noteholders resulting from such investments shall be borne by and be the risk of the RMBS Servicer. The RMBS Servicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Protected Account not later than the Business Day prior to the next Servicer Remittance Date.

(d)            The Securities Administrator shall establish a segregated account in the name of the Indenture Trustee for the benefit of the Noteholders (the “Securities Administrator Collection Account”), which shall be an Eligible Account, in which the Securities Administrator shall deposit or cause to be deposited any amounts representing payments on and any collections in respect of the Mortgage Loans due subsequent to the Cut-off Date (other than in respect of the payments referred to in the following paragraph) within forty-eight (48) hours following receipt

 

 


thereof, including the following payments and collections received or made by it (without duplication):

(i)             Any amounts withdrawn from the Protected Account and remitted to the Securities Administrator by the RMBS Servicer;

(ii)            Any Monthly Advance and any Compensating Interest Payments required to be made by the RMBS Master Servicer hereunder;

(iii)          Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the RMBS Master Servicer or which were not deposited in the Protected Account;

(iv)           Any amounts required to be deposited with respect to losses on investments of deposits in the Protected Account and remitted to the Securities Administrator by the RMBS Servicer and any amounts required to be deposited with respect to losses on investments of deposits in the Securities Administrator Collection Account and remitted by the RMBS Master Servicer to the Securities Administrator; and

(v)            Any other amounts received by or on behalf of the RMBS Master Servicer and required to be deposited in the Securities Administrator Collection Account pursuant to this Agreement.

All amounts deposited to the Securities Administrator Collection Account shall be held by the Securities Administrator in the name of the Indenture Trustee in trust for the benefit of the Noteholders in accordance with the terms and provisions of this Master Servicing Agreement and the Indenture. The requirements for crediting the Securities Administrator Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the RMBS Master Servicer, Securities Administrator or the RMBS Servicer to the Securities Administrator Collection Account or remitted by the RMBS Master Servicer or Servicer to the Securities Administrator for deposit in the Securities Administrator Collection Account, as applicable. In the event that the RMBS Master Servicer or Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Securities Administrator Collection Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the RMBS Master Servicer or Servicer, shall promptly transfer such amount to the RMBS Master Servicer or Servicer, any provision herein to the contrary notwithstanding.

The amount at any time credited to the Securities Administrator Collection Account may be invested, in the name of the Indenture Trustee, or its nominee, for the benefit of the Noteholders, in Eligible Investments as directed by the Securities Administrator. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Payment Date. Any and all investment earnings on amounts on deposit in the Securities Administrator Collection Account from time to time shall be for the account of the RMBS Master Servicer. The Securities Administrator from time to time shall be

 

 


permitted to withdraw or receive distribution of any and all investment earnings from the Securities Administrator Collection Account for payment to the RMBS Master Servicer. The risk of loss of moneys required to be distributed to the Noteholders resulting from such investments shall be borne by and be the risk of the RMBS Master Servicer. The RMBS Master Servicer shall deposit the amount of any such loss in the Securities Administrator Collection Account within two Business Days of receipt of notification of such loss but not later than the Business Day prior to the Payment Date on which the moneys so invested are required to be distributed to the Noteholders.

 

Section 3.07

Withdrawals from the Securities Administrator Collection Account .

(a)            The Securities Administrator shall, from time to time as provided herein, make withdrawals from the Securities Administrator Collection Account of amounts on deposit therein pursuant to Section 3.06 that are attributable to the Mortgage Loans for the following purposes (without duplication):

(i)             To remit to the Indenture Trustee, on the Business Day prior to each Payment Date, for deposit in the Payment Account the funds in the Securities Administrator Collection Account which are to be distributed to the Indenture Trustee and the Noteholders and Certificateholders as provided in the Indenture on a Payment Date;

(ii)            to the extent deposited to the Securities Administrator Collection Account, to reimburse the RMBS Master Servicer or the RMBS Servicer for previously unreimbursed expenses incurred in maintaining individual insurance policies pursuant to Sections 3.10 or 3.11 of the Servicing Agreement, or Liquidation Expenses, paid pursuant to Section 3.13 of the Servicing Agreement or otherwise reimbursable pursuant to the terms of this Master Servicing Agreement, such withdrawal right being limited to amounts received on the related Mortgage Loans (other than any Repurchase Price in respect thereto) which represent late recoveries of the payments for which such advances were made, or from related Liquidation Proceeds;

 

(iii)

reserved;

(iv)           to pay to the Seller, with respect to any Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred to the Seller, all amounts received thereon and not required to be distributed to Noteholders as of the date on which the related Purchase Price or Repurchase Price is determined;

(v)            to reimburse the RMBS Master Servicer or the RMBS Servicer for any Monthly Advance of its own funds or any advance of such Servicer’s own funds, the right of the RMBS Master Servicer or Servicer to reimbursement pursuant to this subclause (v) being limited to amounts received (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Month


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