AGENCY TRANSFER Sample Clauses

AGENCY TRANSFER. PASS-THROUGH TRANSFER Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, from time to time the Purchaser shall: (1) Effect an Agency Transfer, and/or (2) Effect a Pass-Through Transfer, in each case retaining the Company as the servicer thereof, or as applicable the "seller/servicer". On the related Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement. The Company shall cooperate with the Purchaser in connection with any Agency Transfer or Pass-Through Transfer contemplated by the Purchaser pursuant to this Section 7.01; provided that Company shall service for no more than four transferees of the Purchaser at any one time. In that connection, the Company shall (a) execute any Reconstitution Agreement within a reasonable period of time after receipt of any Reconstitution Agreement which time shall be sufficient for the Company and Company's counsel to review such Reconstitution Agreement, but such time shall not exceed ten (10) Business Days after such receipt, and (b) provide to Fannie Mae, Freddie Mac, the trustee or a third party purchaser, as the cxxx xxy xx, xxxxxxx to any Reconstitution Agreement and/or the Purchaser: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request; (ii) such additional opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by Fannie Mae, Freddie Mac, the trustee, such third party purchaser, any masxxx xxrvicer, xxx xating agency or the Purchaser, as the case may be, in connection with such transactions and (iii) bring each of the Mortgage Loan representations and warranties set forth in the Agreement current as of the date the Mortgage Loans are being transferred pursuant to an Agency Transfer or Pass-Through Transfer, provided, that if the date of such Agency Transfer or Pass-Through Transfer is later than March 29, 2002, Seller shall only be required to bring current the representations and warranties set forth in Section 3.01(a), (b), (c), (d), (f), (g), (h) and (k). Notwithstanding the foregoing, Seller shall, at the ti...

AGENCY TRANSFER. An exchange of the Mortgage Loans for agency securities. Agreement: This Mortgage Loan Sale and Servicing Agreement including all exhibits, schedules, amendments and supplements hereto. ALTA: The American Land Title Association.

AGENCY TRANSFER. Pursuant to and in accordance with Section 9.06 of the Credit Agreement, each Loan Party and each Lender signatory to this First Amendment hereby: 1. consents to (i) the replacement of DBNY, in its capacity as the Administrative Agent and (ii) the appointment of The Bank of New York Mellon (“BNYM”) as successor Administrative Agent for all purposes under the Loan Documents (the “Agency Transfer”); 2. authorizes DBNY and BNYM to enter into a customary agency resignation and assignment agreement and such other documentation, instruments and/or amendments to the Credit Agreement and the other Loan Documents as may be required or advisable in the judgment of DBNY and BNYM to effectuate the Agency Transfer, including amendments to the Loan Documents incorporating the terms set forth on Exhibit I hereto (the “Agency Transfer Documentation”); 3. agrees that, upon delivery of a notice of resignation by DBNY as Administrative Agent to the Lenders and the Borrower and the execution and delivery of the Agency Transfer Documentation, BNYM shall be appointed as the successor Administrative Agent (without any requirement for any further consent of the Lenders and the Loan Parties) and succeed as Administrative Agent in accordance with the provisions of the Credit Agreement and the Agency Transfer Documentation; and 4. waives any notice requirements, including any notice periods, applicable to DBNY and/or BNYM in connection with the Agency Transfer pursuant to Section 9.06 of the Credit Agreement.

AGENCY TRANSFER. Pursuant to the Agency Transfer, Xxxxx Fargo Bank, National Association resigned as Administrative Agent under the Original Credit Agreement. The Lenders party hereto (constituting the Required Lenders under, and as defined in the Original Credit Agreement as in effect immediately prior to the effectiveness of this Agreement) and the Parent Borrower hereby authorize Bank of America, N.A. to enter into the Agency Transfer and appoint Bank of America, N.A. as the Administrative Agent pursuant to Section 13.6(a), and Bank of America, N.A. hereby accepts such appointment and shall act as Administrative Agent as of the Restatement Date.

AGENCY TRANSFER. Citicorp North America, Inc. hereby resigns as Administrative Agent under the Credit Agreement and the other Loan Documents, effective as of the Amendment No. 5 Effective Date, pursuant to Section 10.10 of the Credit Agreement. Pursuant to Section 10.10 of the Credit Agreement, the Required Lenders hereby accept such resignation and appoint Citibank, N.A. as successor Administrative Agent under the Credit Agreement and the other Loan Documents, and the Borrower Representative hereby approves such appointment and Citibank, N.A. hereby accepts such appointment as successor Administrative Agent. The parties hereto hereby waive any requirement of prior notice of such resignation, including, without limitation pursuant to Section 10.10 of the Credit Agreement. Citicorp North America, Inc. and Citibank, N.A. are hereby authorized by the Lenders to enter into any amendments to any Loan Document or other documentation or assignments and to take such actions (including making filings) desirable to effect such resignation and appointment. The parties hereto agree that Citibank, N.A. shall succeed to and become vested with all the rights, powers and duties of the Administrative Agent under the Credit Agreement and the other Loan Documents, and the term “Administrative Agent” shall mean Citibank, N.A. Citicorp North America Inc.’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of Citicorp North America, Inc. or any parties to the Credit Agreement.

AGENCY TRANSFER. Pursuant to the Agency Transfer, Credit Suisse AG, Cayman Islands Branch resigned as Administrative Agent and Collateral Agent under and as defined in the Original Credit Agreement. The Lenders party hereto (constituting the Required Lenders) and the Borrower hereby accepts the resignation of Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent under and as defined in the Original Credit Agreement and waive any notice requirements in connection therewith and authorize JPMorgan Chase Bank, N.A. to enter into the Agency Transfer and appoint JPMorgan Chase Bank, N.A. as the Administrative Agent and Collateral Agent pursuant to Section 10.9, and JPMorgan Chase Bank, N.A. hereby accepts such appointment and shall act as Administrative Agent and Collateral Agent as of the Closing Date.

AGENCY TRANSFER. (a) Subject to the occurrence of the Effective Date (as defined in Section 5 below), and immediately before the effectiveness of Section 1 above, the parties hereto hereby consent to the resignation by BNP Paribas as Administrative Agent pursuant to Section 10.09 of the Credit Agreement and in connection with such resignation, waive the thirty (30) day notice period set forth in Section 10.09 of the Credit Agreement, and the Lenders hereby appoint ABN AMRO Capital USA LLC as the successor Administrative Agent pursuant to Section 10.09 of the Credit Agreement. (b) (i) On the Effective Date, the Resigning Agent hereby resigns as Administrative Agent (including, without limitation, as “Secured Party” under the Borrower's NY Security Agreement, as the “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement and the Borrower's Canadian Security Agreement and as the “Agent” under each Deposit Account Control Agreement, each Hedging Assignment, the Parent Guarantee and the Parent Subordination Agreement), and transfers, assigns and delegates, without recourse, to the Successor Agent all of the Resigning Agent's rights, authority, powers, benefits, privileges and interests, and all Liens and security interests, under the Credit Agreement, the Security Agreements and each of the other Loan Documents including, without limitation, in its capacities as Collateral Agent, as “Secured Party” under the Borrower's NY Security Agreement, as “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement and the Borrower's Canadian Security Agreement, as “Agent” under each Deposit Account Control Agreement, each Hedging Assignment, the Parent Guarantee and the Parent Subordination Agreement, and as secured party, grantee, mortgagee, beneficiary, assignee and each other similar capacity, if any, in which the Resigning Agent was granted Liens on any real or personal property of the Borrower or any other Person as security for all or any of the Obligations; (ii) the Successor Agent hereby accepts the appointment as Administrative Agent and such transfer, assignment and delegation and, on the Effective Date, hereby assumes all duties, responsibilities and obligations as the Administrative Agent (including, without limitation, as “Secured Party” under the Borrower's NY Security Agreement, as “Security Agent” under the Borrower's UK Security Agreements, the Borrower's Singapore Pledge Agreement...

AGENCY TRANSFER. PASS-THROUGH TRANSFER 7.01. Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates............................. 7.02. Purchaser's Repurchase and Indemnification Obligations......................

AGENCY TRANSFER. On or prior to the Restatement Date, the Agency Transfer shall have become effective. Without limiting the generality of the provisions of the last paragraph of Section 13.3, for purposes of determining compliance with the conditions specified in this Section 6.2, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

AGENCY TRANSFER. WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER Section 7.01. Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates. The Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, from time to time the Owner may, in its sole discretion choose to reconstitute a portion or all of the Mortgage Loans effecting any of the following: