Preview
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
EXHIBIT C
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01. Master Servicer to Act as Master Servicer.
The Master Servicer shall supervise, or take such actions as are necessary to ensure, the servicing and
administration of the Mortgage Loans and any REO Property in accordance with this Agreement and its normal
servicing practices, which generally shall conform to the standards (i) of the Servicing Guide, if Impac Funding
Corporation is Master Servicer, or (ii) if Impac Funding Corporation is not the Master Servicer, of an institution
prudently servicing mortgage loans for its own account and shall have full authority to do anything it reasonably
deems appropriate or desirable in connection with such servicing and administration. To the extent consistent with
the foregoing, the Master Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only if such
waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
related Mortgage Loan and doing so is standard and customary in servicing mortgage loans similar to the Mortgage
Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is
related to a default or a reasonably foreseeable default), and in no event will it waive a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.
The Master Servicer may perform its responsibilities relating to servicing through other agents or
independent contractors, but shall not thereby be released from any of its responsibilities as hereinafter set forth. The
authority of the Master Servicer, in its capacity as master servicer, and any Sub-Servicer acting on its behalf, shall
include, without limitation, the power to (i) consult with and advise any Sub-Servicer regarding administration of a
related Mortgage Loan, (ii) approve any recommendation by a Sub-Servicer to foreclose on a related Mortgage
Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on
behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage
thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing
a related Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection
of deficiency judgments, the acceptance of compromise proposals, the filing of claims under any Insurance Policy
and any other matter pertaining to a delinquent Mortgage Loan. The authority of the Master Servicer shall include,
in addition, the power on behalf of the Certificateholders, the Trustee or any of them to (i) execute and deliver
customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related
Mortgaged Property and assumptions of the related Mortgage Notes and Security Instruments (in the manner
provided in this Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. If permitted under
applicable law without prejudicing any rights of the Trust Fund with respect to any Mortgage Loan, the Master
Servicer, with such documentation as local law requires, acting in its own name, may pursue claims on behalf of the
Trust Fund. Without limiting the generality of the foregoing, the Master Servicer and any Sub-Servicer acting on its
behalf may, and is hereby authorized, and empowered by the Trustee to, execute and deliver, on behalf of itself, the
Certificateholders or the Trustee or any of them, any instruments of satisfaction, cancellation, partial or full release,
discharge and all other comparable instruments, with respect to the related Mortgage Loans, the Insurance Policies
and the accounts related thereto, and the Mortgaged Properties. The Master Servicer may exercise this power in its
own name or in the name of a Sub-Servicer.
Subject to Section 3.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish
to the Master Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Master
Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby
grants to the Master Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Master Servicer or any Sub-Servicers under such powers of attorney.
In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to
be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors
pursuant to Section 3.09, and further as provided in Section 3.11; provided that the Master Servicer shall not be
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
obligated to make such advance if, in its good faith judgment, the Master Servicer determines that such advance to
be a Nonrecoverable Advance.
The Master Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and
the Trustee, in its own name or in the name of any Sub-Servicer, when the Master Servicer or such Sub-Servicer, as
the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment
and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section
3.17, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to
continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from
registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer from the Trust Fund.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan
that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to
fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or
“contributions” after the startup date under the REMIC Provisions.
The relationship of the Master Servicer (and of any successor to the Master Servicer under this Agreement)
to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
Section 3.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers.
(a) The Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the
Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a
downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an
institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of
originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to
transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved mortgage servicer.
Any Sub-Servicing Agreement entered into by the Master Servicer shall include the provision that such Agreement
may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or
(y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting
therefrom. In addition, each Sub-Servicing Agreement shall provide for servicing of the Mortgage Loans consistent
with the terms of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing
Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional
duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this Agreement, and that no such
amendment or different form shall be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least
51% of the Voting Rights. The parties hereto acknowledge that the initial Sub-Servicer shall be GMAC.
The Master Servicer has entered into a separate Sub-Servicing Agreement with each of Countrywide Home
Loans Servicing LP, GMAC, Midland Loan Services, Inc. and Deutsche Bank National Trust Company for the
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
servicing and administration of certain of the Mortgage Loans and may enter into additional Sub-Servicing
Agreements with Sub-Servicers for the servicing and administration of certain of the Mortgage Loans.
(b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-
Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but
shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if
any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific
recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.
(c) [Reserved].
(d) The Master Servicer represents that it will cause any Sub-Servicer to accurately and fully report its
borrower credit files to all three credit repositories in a timely manner.
Section 3.03. Successor Sub-Servicers.
The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and
obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and
conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on
the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 3.02.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall under all circumstances remain obligated and primarily liable to
the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans and any REO Property
in accordance with the provisions of Article III without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same
extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments
on Mortgage Loans when the Sub-Servicer has received such payments. The Master Servicer shall be entitled to
enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Sub-Servicers and Trustee or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the
Mortgage Loans involving a Sub-Servicer in its capacity as such and not as an originator shall be deemed to be
between the Sub-Servicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer (or the Sub-Servicer of the Group 1 Loans) shall be liable
for the payment of any franchise taxes which may be assessed by the California Franchise Tax Board in connection
with the activities of the Trust under this Agreement.
Section 3.06. Assumption or Termination of Sub-Servicing Agreements by Trustee.
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
(a) If the Trustee or its designee shall assume the master servicing obligations of the Master Servicer
in accordance with Section 7.02 below, the Trustee, to the extent necessary to permit the Trustee to carry out the
provisions of Section 7.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of
the Master Servicer under each of the Sub-Servicing Agreements. In such event, the Trustee or its designee as the
successor master servicer shall be deemed to have assumed all of the Master Servicer's rights and obligations therein
and to have replaced the Master Servicer as a party to such Sub-Servicing Agreements to the same extent as if such
Sub-Servicing Agreements had been assigned to the Trustee or its designee as a successor master servicer, except
that the Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations
or liabilities of the Master Servicer arising prior to such assumption (other than the obligation to make any Advances
hereunder) and the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-
Servicing Agreements arising prior to such assumption. Nothing in the foregoing shall be deemed to entitle the
Trustee or its designee as a successor master servicer at any time to receive any portion of the servicing
compensation provided under Section 3.17 except for such portion as the Master Servicer would be entitled to
receive.
(b) In the event that the Trustee or its designee as successor master servicer for the Trustee assumes
the servicing obligations of the Master Servicer under Section 7.02, upon the reasonable request of the Trustee or
such designee as successor master servicer the Master Servicer shall at its own expense deliver to the Trustee, or at
its written request to such designee, photocopies of all documents, files and records, electronic or otherwise, relating
to the Sub-Servicing Agreements 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 Sub-Servicing Agreements, or responsibilities hereunder to the
Trustee, or at its written request to such designee as successor master servicer.
Section 3.07. Collection of Certain Mortgage Loan Payments.
(a) The Master Servicer will coordinate and monitor remittances by Sub-Servicers to the Master
Servicer with respect to the Mortgage Loans in accordance with this Agreement.
(b) The Master Servicer shall make its reasonable efforts to collect or cause to be collected all
payments required under the terms and provisions of the Mortgage Loans and shall follow, and use its reasonable
efforts to cause Sub-Servicers to follow, collection procedures comparable to the collection procedures of prudent
mortgage lenders servicing mortgage loans for their own account to the extent such procedures shall be consistent
with this Agreement. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive or permit to
be waived any late payment charge, assumption fee, or any penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) suspend or reduce or permit to be suspended or reduced regular monthly payments for a
period of up to six months, or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation of
delinquencies. In the event the Master Servicer shall consent to the deferment of the due dates for payments due on a
Mortgage Note, the Master Servicer shall nonetheless make an Advance or shall cause the related Sub-Servicer to
make an advance to the same extent as if such installment were due, owing and delinquent and had not been deferred
through liquidation of the Mortgaged Property; provided, however, that the obligation of the Master Servicer or
related Sub-Servicer to make an Advance shall apply only to the extent that the Master Servicer believes, in good
faith, that such advances are not Nonrecoverable Advances.
(c) On each Determination Date, with respect to each Mortgage Loan for which during the related
Prepayment Period the Master Servicer has determined that all amounts which it expects to recover from or on
account of each such Mortgage Loan have been recovered and that no further Liquidation Proceeds will be received
in connection therewith, the Master Servicer shall provide to the Trustee a certificate of a Servicing Officer that such
Mortgage Loan became a Liquidated Mortgage Loan in a Cash Liquidation or REO Disposition.
The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
and the terms and provisions of any related Insurance Policy, follow such collection procedures as it would follow
with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. The Master Servicer
shall not be required to institute or join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note, Primary Hazard Insurance Policy or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes that it is prohibited by applicable law
from enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required. The
Master Servicer shall be responsible for preparing and distributing all information statements relating to payments
on the Mortgage Loans, in accordance with all applicable federal and state tax laws and regulations.
Section 3.08. Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement,
the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing
Account”). The Sub-Servicing Account shall be an Eligible Account and shall otherwise be acceptable to the Master
Servicer. All amounts held in a Sub-Servicing Account shall be held in trust for the Trustee for the benefit of the
Certificateholders. Any investment of funds held in such an account shall be in Permitted Investments maturing not
later than the Business Day immediately preceding the next Sub-Servicer Remittance Date. The Sub-Servicer will be
required to deposit into the Sub-Servicing Account no later than two Business Days after receipt all proceeds of
Mortgage Loans received by the Sub-Servicer, less its servicing compensation and any unreimbursed expenses and
advances, to the extent permitted by the Sub-Servicing Agreement. On each Sub-Servicer Remittance Date the Sub-
Servicer will be required to remit to the Master Servicer for deposit in the Custodial Account all funds held in the
Sub-Servicing Account with respect to any Mortgage Loan as of the Sub-Servicer Remittance Date, after deducting
from such remittance an amount equal to the servicing compensation (including interest on Permitted Investments)
and unreimbursed expenses and advances to which it is then entitled pursuant to the related Sub-Servicing
Agreement, to the extent not previously paid to or retained by it. In addition, on each Sub-Servicer Remittance Date
the Sub-Servicer will be required to remit to the Master Servicer any amounts required to be advanced pursuant to
the related Sub-Servicing Agreement. The Sub-Servicer will also be required to remit to the Master Servicer, within
five Business Days of receipt, the proceeds of any Principal Prepayment made by the Mortgagor, and, on each Sub-
Servicer Remittance Date, the amount of any Insurance Proceeds or Liquidation Proceeds received during the
related Prepayment Period.
Section 3.09. Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
The Master Servicer and the Sub-Servicers shall establish and maintain one or more accounts (the
“Servicing Accounts”), and shall deposit and retain therein all collections from the Mortgagors (or related advances
from Sub-Servicers) for the payment of taxes, assessments, Primary Hazard Insurance Policy premiums, and
comparable items for the account of the Mortgagors, to the extent that the Master Servicer customarily escrows for
such amounts. Withdrawals of amounts so collected from a Servicing Account may be made only to (i) effect
payment of taxes, assessments, Primary Hazard Insurance Policy premiums and comparable items; (ii) reimburse the
Master Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related
collections for any payments made pursuant to Sections 3.01 (with respect to taxes and assessments), and 3.13 (with
respect to Primary Hazard Insurance Policies); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) payment of investment income to the extent provided in the mortgage loan documentation or (v) clear
and terminate the Servicing Account at the termination of this Agreement pursuant to Section 9.01. As part of its
servicing duties, the Master Servicer or the Sub-Servicer of the Group 1 Loans shall, if and to the extent required by
law, pay to the Mortgagors interest on funds in Servicing Accounts from its or their own funds, without any
reimbursement therefor.
Section 3.10. Custodial Account.
(a) The Master Servicer shall establish and maintain one or more accounts (collectively, the
“Custodial Account”) in which the Master Servicer shall deposit or cause to be deposited on a daily basis, or as and
when received and identified from the Sub-Servicers, the following payments and collections received or made by or
on behalf of it subsequent to the Cut-off Date with respect to the Mortgage Loans, or payments received by it prior
to the Cut-off Date but allocable to a period subsequent thereto (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
(i) all payments (including advances by a Sub-Servicer) on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments (including advances by a Sub-Servicer) on account of interest on the
Mortgage Loans, net of any portion thereof retained by the Master Servicer or any Sub-Servicer as Servicing Fees;
(iii) all Insurance Proceeds, other than proceeds that represent reimbursement of costs and
expenses incurred by the Master Servicer or any Sub-Servicer in connection with presenting claims under the related
Insurance Policies, Liquidation Proceeds and REO Proceeds;
(iv) all proceeds of any Mortgage Loan or REO Property repurchased or purchased in
accordance with Sections 2.02, 2.04, 3.14 or 9.01; and all amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.04; and
(v) any amounts required to be deposited pursuant to Section 3.12, 3.13, 3.15 or 3.22.
The foregoing requirements for deposit in the Custodial Account shall be exclusive. In the event the Master
Servicer shall deposit in the Custodial Account any amount not required to be deposited therein, it may withdraw
such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial
Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-
through certificates of other series, and the other accounts of the Master Servicer.
(b) Funds in the Custodial Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee and the Depositor of the
location of the Custodial Account after any change thereof.
Section 3.11. Permitted Withdrawals From the Custodial Account.
The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.10 that are attributable to the Mortgage Loans for the
following purposes:
(i) to make deposits into the Certificate Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to pay to itself, the Depositor, the Sponsor or any other appropriate person, as the case may be,
with respect to each Mortgage Loan that has previously been purchased or repurchased pursuant to Sections 2.02,
2.04, 3.14 or 9.01 all amounts received thereon and not yet distributed as of the date of purchase or repurchase;
(iii) to reimburse itself or any Sub-Servicer for Advances not previously reimbursed, the Master
Servicer's or any Sub-Servicer's right to reimbursement pursuant to this clause (iii) being limited to amounts
received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments on Mortgage
Loans with respect to which such Advances were made and as further provided in Section 3.15;
(iv) to reimburse or pay itself, the Trustee or the Depositor for expenses incurred by or reimbursable
to the Master Servicer, the Trustee or the Depositor pursuant to Sections 3.22, 6.03, 8.05 or 10.01(g), except as
otherwise provided in such Sections hereof;
(v) to reimburse itself or any Sub-Servicer for costs and expenses incurred by or reimbursable to it
relating to the prosecution of any claims pursuant to Section 3.13 that are in excess of the amounts so recovered;
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
(vi) to reimburse itself or any Sub-Servicer for unpaid Master Servicing Fees, Sub-Servicing Fees
and unreimbursed Servicing Advances, the Master Servicer's or any Sub-Servicer's right to reimbursement pursuant
to this clause (vi) with respect to any Mortgage Loan being limited to late recoveries of the payments for which such
advances were made pursuant to Section 3.01 or Section 3.09 and any other related Late Collections;
(vii) to pay itself as servicing compensation (in addition to the Master Servicing Fee and Sub-
Servicing Fee), on or after each Distribution Date, any interest or investment income earned on funds deposited in
the Custodial Account for the period ending on such Distribution Date;
(viii) to reimburse itself or any Sub-Servicer for any Advance or Servicing Advance previously
made, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or
Servicing Advance was not reimbursed pursuant to clauses (iii) and (vi); and
(ix) to clear and terminate the Custodial Account at the termination of this Agreement pursuant to
Section 9.01.
The Master Servicer shall keep and maintain separate accounting records on a Mortgage Loan by Mortgage
Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such subclauses (ii)
through (x). Reconciliations will be prepared for the Custodial Account within 45 Calendar days after the bank
statement cut-off date. All items requiring reconciliation will be resolved within 90 calendar days of their original
identification.
Section 3.12. Permitted Investments.
Any institution maintaining the Custodial Account shall at the direction of the Master Servicer invest the
funds in such account in Permitted Investments, each of which shall mature not later than (i) the Business Day
immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to
this Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor
thereon and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such
investment as well as any interest earned on deposits in the Custodial Account shall be for the benefit of the Master
Servicer. The Master Servicer shall deposit in the Custodial Account an amount equal to the amount of any loss
incurred in respect of any such investment immediately upon realization of such loss without right of
reimbursement.
The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in
the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent,
custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments.
Funds on deposit in the Net WAC Shortfall Reserve Fund Deposit may be invested in Permitted
Investments in accordance with this Section 3.12 subject to any limitations set forth in Section 4.08 (with respect to
the Net WAC Shortfall Reserve Fund) and any investment earnings or interest paid shall accrue to the Trustee and
the Trustee shall deposit in the related account from its own funds the amount of any loss incurred on Permitted
Investments in such account.
Section 3.13. Maintenance of Primary Hazard Insurance.
The Master Servicer shall cause to be maintained for each Mortgage Loan primary hazard insurance by a
Qualified Insurer or other insurer satisfactory to the Rating Agencies with extended coverage on the related
Mortgaged Property in an amount equal to the lesser of (i) 100% of the replacement value of the improvements, as
determined by the insurance company, on such Mortgaged Property or (ii) the unpaid principal balance of the
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
Mortgage Loan. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an amount equal to the
replacement value of the improvements thereon. Any costs incurred in maintaining any insurance described in this
Section 3.13 (other than any deductible described in the last paragraph hereof) shall be recoverable as a Servicing
Advance. The Master Servicer shall not be obligated to advance any amounts pursuant to this Section 3.13 if, in its
good faith judgment, the Master Servicer determines that such advance would be a Nonrecoverable Advance.
Pursuant to Section 3.10, any amounts collected by the Master Servicer under any such policies (other than amounts
to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer’s normal servicing procedures) shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to
such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
The Master Servicer shall, or shall cause the related Sub-Servicer to, exercise its best reasonable efforts to
maintain and keep in full force and effect each Primary Insurance Policy by a Qualified Insurer, or other insurer
satisfactory to the Rating Agencies, with respect to each first lien Mortgage Loan as to which as of the Cut-Off Date
such a Primary Insurance Policy was in effect (or, in the case of a Qualified Substitute Mortgage Loan, the date of
substitution) and the original principal amount of the related Mortgage Note exceeded 80% of the Collateral Value
in an amount at least equal to the excess of such original principal amount over 75% of such Collateral Value until
the principal amount of any such first lien Mortgage Loan is reduced below 80% of the Collateral Value or, based
upon a new appraisal, the principal amount of such first lien Mortgage Loan represents less than 80% of the new
appraised value. The Master Servicer shall, or shall cause the related Sub-Servicer to, effect the timely payment of
the premium on each Primary Insurance Policy. The Master Servicer and the related Sub-Servicer shall have the
power to substitute for any Primary Insurance Policy another substantially equivalent policy issued by another
Qualified Insurer, provided, that, such substitution shall be subject to the condition that it will not cause the ratings
on the Certificates to be downgraded or withdrawn, as evidenced in writing from each Rating Agency.
The Master Servicer shall cooperate with the PMI Insurer and shall use its best efforts to furnish all
reasonable aid, evidence and information in the possession of the Master Servicer or to which the Master Servicer
has access with respect to any PMI Mortgage Loan.
In the event of a default by PMI Insurer under the PMI Insurer Policy (a “Replacement Event”), the Master
Servicer shall use its best efforts to obtain a substitute lender-paid primary mortgage insurance policy (a “Substitute
PMI Policy”), with the approval of the Certificate Insurer; provided, however, that the Master Servicer shall not be
obligated, and shall have no liability for failing, to obtain a Substitute PMI Policy unless such Substitute PMI Policy
can be obtained on the following terms and conditions: (i) the Certificates shall be rated no lower than the rating
assigned by each Rating Agency to the Certificates immediately prior to such Replacement Event, as evidenced by a
letter from each Rating Agency addressed to the Company, the Master Servicer and the Trustee, (ii) the timing and
mechanism for drawing on such new Substitute PMI Policy shall be reasonably acceptable to the Master Servicer
and the Trustee and (iii) the premiums under the proposed Substitute PMI Policy shall not exceed such premiums
under the existing PMI Insurer Policy.
With respect to the PMI Mortgage Loans covered by a PMI Insurer Policy, the Master Servicer will
confirm with PMI Insurer, and PMI Insurer will certify to the Trustee, on or before May 1, 2006, that the Mortgage
Loans indicated on the Mortgage Loan Schedule as being covered by PMI Insurer Policy are so covered.
No earthquake or other additional insurance is to be required of any Mortgagor or maintained on property
acquired with respect to a security instrument other than pursuant to such applicable laws and regulations as shall at
any time be in force and shall require such additional insurance. When, at the time of origination of the Mortgage
Loan or at any subsequent time, the Mortgaged Property is located in a federally designated special flood hazard
area, the Master Servicer shall cause with respect to the Mortgage Loans and each REO Property flood insurance (to
the extent available and in accordance with mortgage servicing industry practice) to be maintained. Such flood
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022
insurance shall cover the Mortgaged Property, including all items taken into account in arriving at the Collateral
Value on which the Mortgage Loan was based, and shall be in an amount equal to the lesser of (i) the Stated
Principal Balance of the related Mortgage Loan and (ii) the minimum amount required under the terms of coverage
to compensate for any damage or loss on a replacement cost basis, but not more than the maximum amount of such
insurance available for the related Mortgaged Property under either the regular or emergency programs of the
National Flood Insurance Program (assuming that the area in which such Mortgaged Property is located is
participating in such program). Unless applicable state law requires a higher deductible, the deductible on such flood
insurance may not exceed $1,000 or 1% of the applicable amount of coverage, whichever is less.
In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended
coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first two sentences of this Section 3.13, it being understood and agreed that
such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not
have been maintained on the related Mortgaged Property a policy complying with the first two sentences of this
Section 3.13 and there shall have been a loss which would have been covered by such policy, deposit in the
Certificate Account from its own funds the amount not otherwise payable under the blanket policy because of such
deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date
Preview
FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 EXHIBIT C FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND Section 3.01. Master Servicer to Act as Master Servicer. The Master Servicer shall supervise, or take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans and any REO Property in accordance with this Agreement and its normal servicing practices, which generally shall conform to the standards (i) of the Servicing Guide, if Impac Funding Corporation is Master Servicer, or (ii) if Impac Funding Corporation is not the Master Servicer, of an institution prudently servicing mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate or desirable in connection with such servicing and administration. To the extent consistent with the foregoing, the Master Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only if such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and doing so is standard and customary in servicing mortgage loans similar to the Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a reasonably foreseeable default), and in no event will it waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. The Master Servicer may perform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities as hereinafter set forth. The authority of the Master Servicer, in its capacity as master servicer, and any Sub-Servicer acting on its behalf, shall include, without limitation, the power to (i) consult with and advise any Sub-Servicer regarding administration of a related Mortgage Loan, (ii) approve any recommendation by a Sub-Servicer to foreclose on a related Mortgage Loan, (iii) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured Person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related Mortgage Loan, including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, the acceptance of compromise proposals, the filing of claims under any Insurance Policy and any other matter pertaining to a delinquent Mortgage Loan. The authority of the Master Servicer shall include, in addition, the power on behalf of the Certificateholders, the Trustee or any of them to (i) execute and deliver customary consents or waivers and other instruments and documents, (ii) consent to transfer of any related Mortgaged Property and assumptions of the related Mortgage Notes and Security Instruments (in the manner provided in this Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. If permitted under applicable law without prejudicing any rights of the Trust Fund with respect to any Mortgage Loan, the Master Servicer, with such documentation as local law requires, acting in its own name, may pursue claims on behalf of the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer and any Sub-Servicer acting on its behalf may, and is hereby authorized, and empowered by the Trustee to, execute and deliver, on behalf of itself, the Certificateholders or the Trustee or any of them, any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related Mortgage Loans, the Insurance Policies and the accounts related thereto, and the Mortgaged Properties. The Master Servicer may exercise this power in its own name or in the name of a Sub-Servicer. Subject to Section 3.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney. In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11; provided that the Master Servicer shall not be FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 obligated to make such advance if, in its good faith judgment, the Master Servicer determines that such advance to be a Nonrecoverable Advance. The Master Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when the Master Servicer or such Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.17, with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer from the Trust Fund. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions. The relationship of the Master Servicer (and of any successor to the Master Servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. Section 3.02. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae approved mortgage servicer. Any Sub-Servicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. The parties hereto acknowledge that the initial Sub-Servicer shall be GMAC. The Master Servicer has entered into a separate Sub-Servicing Agreement with each of Countrywide Home Loans Servicing LP, GMAC, Midland Loan Services, Inc. and Deutsche Bank National Trust Company for the FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 servicing and administration of certain of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of certain of the Mortgage Loans. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub- Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. (c) [Reserved]. (d) The Master Servicer represents that it will cause any Sub-Servicer to accurately and fully report its borrower credit files to all three credit repositories in a timely manner. Section 3.03. Successor Sub-Servicers. The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02. Section 3.04. Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall under all circumstances remain obligated and primarily liable to the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans and any REO Property in accordance with the provisions of Article III without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Sub-Servicer has received such payments. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 3.05. No Contractual Relationship Between Sub-Servicers and Trustee or Certificateholders. Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such and not as an originator shall be deemed to be between the Sub-Servicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06. The Master Servicer (or the Sub-Servicer of the Group 1 Loans) shall be liable for the payment of any franchise taxes which may be assessed by the California Franchise Tax Board in connection with the activities of the Trust under this Agreement. Section 3.06. Assumption or Termination of Sub-Servicing Agreements by Trustee. FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 (a) If the Trustee or its designee shall assume the master servicing obligations of the Master Servicer in accordance with Section 7.02 below, the Trustee, to the extent necessary to permit the Trustee to carry out the provisions of Section 7.02 with respect to the Mortgage Loans, shall succeed to all of the rights and obligations of the Master Servicer under each of the Sub-Servicing Agreements. In such event, the Trustee or its designee as the successor master servicer shall be deemed to have assumed all of the Master Servicer's rights and obligations therein and to have replaced the Master Servicer as a party to such Sub-Servicing Agreements to the same extent as if such Sub-Servicing Agreements had been assigned to the Trustee or its designee as a successor master servicer, except that the Trustee or its designee as a successor master servicer shall not be deemed to have assumed any obligations or liabilities of the Master Servicer arising prior to such assumption (other than the obligation to make any Advances hereunder) and the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub- Servicing Agreements arising prior to such assumption. Nothing in the foregoing shall be deemed to entitle the Trustee or its designee as a successor master servicer at any time to receive any portion of the servicing compensation provided under Section 3.17 except for such portion as the Master Servicer would be entitled to receive. (b) In the event that the Trustee or its designee as successor master servicer for the Trustee assumes the servicing obligations of the Master Servicer under Section 7.02, upon the reasonable request of the Trustee or such designee as successor master servicer the Master Servicer shall at its own expense deliver to the Trustee, or at its written request to such designee, photocopies of all documents, files and records, electronic or otherwise, relating to the Sub-Servicing Agreements 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 Sub-Servicing Agreements, or responsibilities hereunder to the Trustee, or at its written request to such designee as successor master servicer. Section 3.07. Collection of Certain Mortgage Loan Payments. (a) The Master Servicer will coordinate and monitor remittances by Sub-Servicers to the Master Servicer with respect to the Mortgage Loans in accordance with this Agreement. (b) The Master Servicer shall make its reasonable efforts to collect or cause to be collected all payments required under the terms and provisions of the Mortgage Loans and shall follow, and use its reasonable efforts to cause Sub-Servicers to follow, collection procedures comparable to the collection procedures of prudent mortgage lenders servicing mortgage loans for their own account to the extent such procedures shall be consistent with this Agreement. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive or permit to be waived any late payment charge, assumption fee, or any penalty interest in connection with the prepayment of a Mortgage Loan and (ii) suspend or reduce or permit to be suspended or reduced regular monthly payments for a period of up to six months, or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation of delinquencies. In the event the Master Servicer shall consent to the deferment of the due dates for payments due on a Mortgage Note, the Master Servicer shall nonetheless make an Advance or shall cause the related Sub-Servicer to make an advance to the same extent as if such installment were due, owing and delinquent and had not been deferred through liquidation of the Mortgaged Property; provided, however, that the obligation of the Master Servicer or related Sub-Servicer to make an Advance shall apply only to the extent that the Master Servicer believes, in good faith, that such advances are not Nonrecoverable Advances. (c) On each Determination Date, with respect to each Mortgage Loan for which during the related Prepayment Period the Master Servicer has determined that all amounts which it expects to recover from or on account of each such Mortgage Loan have been recovered and that no further Liquidation Proceeds will be received in connection therewith, the Master Servicer shall provide to the Trustee a certificate of a Servicing Officer that such Mortgage Loan became a Liquidated Mortgage Loan in a Cash Liquidation or REO Disposition. The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 and the terms and provisions of any related Insurance Policy, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. The Master Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note, Primary Hazard Insurance Policy or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that it is prohibited by applicable law from enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required. The Master Servicer shall be responsible for preparing and distributing all information statements relating to payments on the Mortgage Loans, in accordance with all applicable federal and state tax laws and regulations. Section 3.08. Sub-Servicing Accounts. In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall otherwise be acceptable to the Master Servicer. All amounts held in a Sub-Servicing Account shall be held in trust for the Trustee for the benefit of the Certificateholders. Any investment of funds held in such an account shall be in Permitted Investments maturing not later than the Business Day immediately preceding the next Sub-Servicer Remittance Date. The Sub-Servicer will be required to deposit into the Sub-Servicing Account no later than two Business Days after receipt all proceeds of Mortgage Loans received by the Sub-Servicer, less its servicing compensation and any unreimbursed expenses and advances, to the extent permitted by the Sub-Servicing Agreement. On each Sub-Servicer Remittance Date the Sub- Servicer will be required to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Sub-Servicing Account with respect to any Mortgage Loan as of the Sub-Servicer Remittance Date, after deducting from such remittance an amount equal to the servicing compensation (including interest on Permitted Investments) and unreimbursed expenses and advances to which it is then entitled pursuant to the related Sub-Servicing Agreement, to the extent not previously paid to or retained by it. In addition, on each Sub-Servicer Remittance Date the Sub-Servicer will be required to remit to the Master Servicer any amounts required to be advanced pursuant to the related Sub-Servicing Agreement. The Sub-Servicer will also be required to remit to the Master Servicer, within five Business Days of receipt, the proceeds of any Principal Prepayment made by the Mortgagor, and, on each Sub- Servicer Remittance Date, the amount of any Insurance Proceeds or Liquidation Proceeds received during the related Prepayment Period. Section 3.09. Collection of Taxes, Assessments and Similar Items; Servicing Accounts. The Master Servicer and the Sub-Servicers shall establish and maintain one or more accounts (the “Servicing Accounts”), and shall deposit and retain therein all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of taxes, assessments, Primary Hazard Insurance Policy premiums, and comparable items for the account of the Mortgagors, to the extent that the Master Servicer customarily escrows for such amounts. Withdrawals of amounts so collected from a Servicing Account may be made only to (i) effect payment of taxes, assessments, Primary Hazard Insurance Policy premiums and comparable items; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any payments made pursuant to Sections 3.01 (with respect to taxes and assessments), and 3.13 (with respect to Primary Hazard Insurance Policies); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) payment of investment income to the extent provided in the mortgage loan documentation or (v) clear and terminate the Servicing Account at the termination of this Agreement pursuant to Section 9.01. As part of its servicing duties, the Master Servicer or the Sub-Servicer of the Group 1 Loans shall, if and to the extent required by law, pay to the Mortgagors interest on funds in Servicing Accounts from its or their own funds, without any reimbursement therefor. Section 3.10. Custodial Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the “Custodial Account”) in which the Master Servicer shall deposit or cause to be deposited on a daily basis, or as and when received and identified from the Sub-Servicers, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date with respect to the Mortgage Loans, or payments received by it prior to the Cut-off Date but allocable to a period subsequent thereto (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 (i) all payments (including advances by a Sub-Servicer) on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments (including advances by a Sub-Servicer) on account of interest on the Mortgage Loans, net of any portion thereof retained by the Master Servicer or any Sub-Servicer as Servicing Fees; (iii) all Insurance Proceeds, other than proceeds that represent reimbursement of costs and expenses incurred by the Master Servicer or any Sub-Servicer in connection with presenting claims under the related Insurance Policies, Liquidation Proceeds and REO Proceeds; (iv) all proceeds of any Mortgage Loan or REO Property repurchased or purchased in accordance with Sections 2.02, 2.04, 3.14 or 9.01; and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.04; and (v) any amounts required to be deposited pursuant to Section 3.12, 3.13, 3.15 or 3.22. The foregoing requirements for deposit in the Custodial Account shall be exclusive. In the event the Master Servicer shall deposit in the Custodial Account any amount not required to be deposited therein, it may withdraw such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass- through certificates of other series, and the other accounts of the Master Servicer. (b) Funds in the Custodial Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee and the Depositor of the location of the Custodial Account after any change thereof. Section 3.11. Permitted Withdrawals From the Custodial Account. The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.10 that are attributable to the Mortgage Loans for the following purposes: (i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (ii) to pay to itself, the Depositor, the Sponsor or any other appropriate person, as the case may be, with respect to each Mortgage Loan that has previously been purchased or repurchased pursuant to Sections 2.02, 2.04, 3.14 or 9.01 all amounts received thereon and not yet distributed as of the date of purchase or repurchase; (iii) to reimburse itself or any Sub-Servicer for Advances not previously reimbursed, the Master Servicer's or any Sub-Servicer's right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which such Advances were made and as further provided in Section 3.15; (iv) to reimburse or pay itself, the Trustee or the Depositor for expenses incurred by or reimbursable to the Master Servicer, the Trustee or the Depositor pursuant to Sections 3.22, 6.03, 8.05 or 10.01(g), except as otherwise provided in such Sections hereof; (v) to reimburse itself or any Sub-Servicer for costs and expenses incurred by or reimbursable to it relating to the prosecution of any claims pursuant to Section 3.13 that are in excess of the amounts so recovered; FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 (vi) to reimburse itself or any Sub-Servicer for unpaid Master Servicing Fees, Sub-Servicing Fees and unreimbursed Servicing Advances, the Master Servicer's or any Sub-Servicer's right to reimbursement pursuant to this clause (vi) with respect to any Mortgage Loan being limited to late recoveries of the payments for which such advances were made pursuant to Section 3.01 or Section 3.09 and any other related Late Collections; (vii) to pay itself as servicing compensation (in addition to the Master Servicing Fee and Sub- Servicing Fee), on or after each Distribution Date, any interest or investment income earned on funds deposited in the Custodial Account for the period ending on such Distribution Date; (viii) to reimburse itself or any Sub-Servicer for any Advance or Servicing Advance previously made, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or Servicing Advance was not reimbursed pursuant to clauses (iii) and (vi); and (ix) to clear and terminate the Custodial Account at the termination of this Agreement pursuant to Section 9.01. The Master Servicer shall keep and maintain separate accounting records on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such subclauses (ii) through (x). Reconciliations will be prepared for the Custodial Account within 45 Calendar days after the bank statement cut-off date. All items requiring reconciliation will be resolved within 90 calendar days of their original identification. Section 3.12. Permitted Investments. Any institution maintaining the Custodial Account shall at the direction of the Master Servicer invest the funds in such account in Permitted Investments, each of which shall mature not later than (i) the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment as well as any interest earned on deposits in the Custodial Account shall be for the benefit of the Master Servicer. The Master Servicer shall deposit in the Custodial Account an amount equal to the amount of any loss incurred in respect of any such investment immediately upon realization of such loss without right of reimbursement. The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Funds on deposit in the Net WAC Shortfall Reserve Fund Deposit may be invested in Permitted Investments in accordance with this Section 3.12 subject to any limitations set forth in Section 4.08 (with respect to the Net WAC Shortfall Reserve Fund) and any investment earnings or interest paid shall accrue to the Trustee and the Trustee shall deposit in the related account from its own funds the amount of any loss incurred on Permitted Investments in such account. Section 3.13. Maintenance of Primary Hazard Insurance. The Master Servicer shall cause to be maintained for each Mortgage Loan primary hazard insurance by a Qualified Insurer or other insurer satisfactory to the Rating Agencies with extended coverage on the related Mortgaged Property in an amount equal to the lesser of (i) 100% of the replacement value of the improvements, as determined by the insurance company, on such Mortgaged Property or (ii) the unpaid principal balance of the FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 Mortgage Loan. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an amount equal to the replacement value of the improvements thereon. Any costs incurred in maintaining any insurance described in this Section 3.13 (other than any deductible described in the last paragraph hereof) shall be recoverable as a Servicing Advance. The Master Servicer shall not be obligated to advance any amounts pursuant to this Section 3.13 if, in its good faith judgment, the Master Servicer determines that such advance would be a Nonrecoverable Advance. Pursuant to Section 3.10, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer’s normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. The Master Servicer shall, or shall cause the related Sub-Servicer to, exercise its best reasonable efforts to maintain and keep in full force and effect each Primary Insurance Policy by a Qualified Insurer, or other insurer satisfactory to the Rating Agencies, with respect to each first lien Mortgage Loan as to which as of the Cut-Off Date such a Primary Insurance Policy was in effect (or, in the case of a Qualified Substitute Mortgage Loan, the date of substitution) and the original principal amount of the related Mortgage Note exceeded 80% of the Collateral Value in an amount at least equal to the excess of such original principal amount over 75% of such Collateral Value until the principal amount of any such first lien Mortgage Loan is reduced below 80% of the Collateral Value or, based upon a new appraisal, the principal amount of such first lien Mortgage Loan represents less than 80% of the new appraised value. The Master Servicer shall, or shall cause the related Sub-Servicer to, effect the timely payment of the premium on each Primary Insurance Policy. The Master Servicer and the related Sub-Servicer shall have the power to substitute for any Primary Insurance Policy another substantially equivalent policy issued by another Qualified Insurer, provided, that, such substitution shall be subject to the condition that it will not cause the ratings on the Certificates to be downgraded or withdrawn, as evidenced in writing from each Rating Agency. The Master Servicer shall cooperate with the PMI Insurer and shall use its best efforts to furnish all reasonable aid, evidence and information in the possession of the Master Servicer or to which the Master Servicer has access with respect to any PMI Mortgage Loan. In the event of a default by PMI Insurer under the PMI Insurer Policy (a “Replacement Event”), the Master Servicer shall use its best efforts to obtain a substitute lender-paid primary mortgage insurance policy (a “Substitute PMI Policy”), with the approval of the Certificate Insurer; provided, however, that the Master Servicer shall not be obligated, and shall have no liability for failing, to obtain a Substitute PMI Policy unless such Substitute PMI Policy can be obtained on the following terms and conditions: (i) the Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Certificates immediately prior to such Replacement Event, as evidenced by a letter from each Rating Agency addressed to the Company, the Master Servicer and the Trustee, (ii) the timing and mechanism for drawing on such new Substitute PMI Policy shall be reasonably acceptable to the Master Servicer and the Trustee and (iii) the premiums under the proposed Substitute PMI Policy shall not exceed such premiums under the existing PMI Insurer Policy. With respect to the PMI Mortgage Loans covered by a PMI Insurer Policy, the Master Servicer will confirm with PMI Insurer, and PMI Insurer will certify to the Trustee, on or before May 1, 2006, that the Mortgage Loans indicated on the Mortgage Loan Schedule as being covered by PMI Insurer Policy are so covered. No earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired with respect to a security instrument other than pursuant to such applicable laws and regulations as shall at any time be in force and shall require such additional insurance. When, at the time of origination of the Mortgage Loan or at any subsequent time, the Mortgaged Property is located in a federally designated special flood hazard area, the Master Servicer shall cause with respect to the Mortgage Loans and each REO Property flood insurance (to the extent available and in accordance with mortgage servicing industry practice) to be maintained. Such flood FILED: KINGS COUNTY CLERK 08/23/2022 05:55 PM INDEX NO. 520498/2021 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 08/23/2022 insurance shall cover the Mortgaged Property, including all items taken into account in arriving at the Collateral Value on which the Mortgage Loan was based, and shall be in an amount equal to the lesser of (i) the Stated Principal Balance of the related Mortgage Loan and (ii) the minimum amount required under the terms of coverage to compensate for any damage or loss on a replacement cost basis, but not more than the maximum amount of such insurance available for the related Mortgaged Property under either the regular or emergency programs of the National Flood Insurance Program (assuming that the area in which such Mortgaged Property is located is participating in such program). Unless applicable state law requires a higher deductible, the deductible on such flood insurance may not exceed $1,000 or 1% of the applicable amount of coverage, whichever is less. In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.13, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first two sentences of this Section 3.13 and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date