Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement. (b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" hereunder. The Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered the
Appears in 6 contracts
Samples: Servicing Agreement (Banc of America Funding 2006-6 Trust), Servicing Agreement (Banc of America Funding 2006-5 Trust), Servicing Agreement (Banc of America Funding Corp)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans. The Servicer acknowledges that the Purchaser has provided notice that it will appoint and designate Aurora Loan Services, Inc. as Master Servicer of the Mortgage Loans and that the Mortgage Loans will, subject to a permitted Whole Section 8.2(b), be serviced in accordance with this Agreement. The written notice required pursuant to this Section 8.2 is deemed to have been satisfied with respect to the appointment of Aurora Loan Transfer or Pass-Through Transfer. Services, Inc. Upon receipt of written notice of such appointmentthe appointment of a Master Servicer pursuant to this Section 8.2 (other than Aurora Loan Services, Inc.), the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" hereunder. The Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same. The Servicer shall treat the Master Servicer as "Owner" hereunder until the Servicer receives written notice from the Owner that the Owner has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 5 contracts
Samples: Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-20), Servicing Agreement (Sturctured Asset Securities Corp Mort Pass Thru Ser 2004-1), Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-23)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject Loans. The Owner hereby appoints and designates Aurora Loan Services, Inc. as the Master Servicer, and the parties hereby waive the 30 days' prior written notice requirement with respect to a permitted Whole Loan Transfer or Pass-Through Transfersuch appointment and designation. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into execute a servicing agreement (a "Master Servicing Agreement") ), if requested by the Master Servicer, to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into execute any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, obligations and duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into does not request the Servicer to execute a Master Servicing Agreement, the Servicer shall service the Mortgage Loans in accordance with this Agreement. The Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement (or this Agreement if the Servicer and the Master Servicer have not entered into a Master Servicing Agreement) and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a)such appointment, the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same. The Servicer shall service the applicable Mortgage Loans in accordance with the Master Servicing Agreement and shall treat the Master Servicer as "Owner" hereunder until the Servicer receives written notice from the Owner that the Owner has terminated the Master Servicer. Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and instead deal directly with the Owner. From and after the receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no further effect to the Master Servicing Agreement.
Appears in 3 contracts
Samples: Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a), Servicing Agreement (Structured Asset Securities Corp), Servicing Agreement (Structured Asset Securities Corp)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to Countrywide ten (10) days prior to the Servicerfirst day of the month in which the first monthly Remittance Date following the transfer of the Mortgage Loans pursuant to a Whole Loan Transfer or Securitization Transfer is to occur, as applicable, to appoint and designate a master servicer (the "“Master Servicer"”), as master servicer of such Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointment, the Servicer shall promptly Countrywide may enter into a servicing agreement (a "“Master Servicing Agreement"”) to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's ’s requirements as set forth in the Master Servicer's ’s servicing guide; provided, however, that the Servicer Countrywide shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer Countrywide as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the ServicerCountrywide, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, Countrywide hereunder and (iv) will not result in any increased cost to the ServicerCountrywide. If the Servicer Countrywide and the Master Servicer enter into a Master Servicing Agreement, the Servicer Countrywide shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer Countrywide and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer Countrywide shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a8.08(a), the Servicer Countrywide shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" “Purchaser” hereunder. The Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the covenants and conditions set forth in this Agreement, and the Servicer Countrywide shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser . The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer Countrywide shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Purchaser. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. Countrywide shall treat the Master Servicer as “Purchaser” hereunder until Countrywide receives written notice from the Purchaser that the Purchaser has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, Countrywide shall no longer deal with the Master Servicer and shall instead deal directly with the Purchaser. From and after receipt of such notice of termination of the Master Servicer, Countrywide shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 3 contracts
Samples: Master Mortgage Loan Purchase and Servicing Agreement, Master Mortgage Loan Purchase and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1), Master Mortgage Loan Purchase and Servicing Agreement (Jpmac 2006-Cw1)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' ’ prior written notice to the Servicer, to appoint and designate a master servicer (the "“Master Servicer"”), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "“Master Servicing Agreement"”) to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's ’s requirements as set forth in the Master Servicer's ’s servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "“Owner" ” hereunder. The Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same. The Servicer shall treat the Master Servicer as “Owner” hereunder until the Servicer receives written notice from the Owner that the Owner has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 3 contracts
Samples: Servicing Agreement (GSR Mortgage Loan Trust 2006-8f), Servicing Agreement (GSR Mortgage Loan Trust 2007-3f), Servicing Agreement (GSR Mortgage Loan Trust 2006-9f)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the “Appointment”) a master servicer (the "a “Master Servicer"”), as master servicer of some or all of the Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointmentAppointment from the Purchaser, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, including without limitation, the right to indemnification, and the Servicer Company shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement. The Company shall treat the Master Servicer as the Purchaser under this Agreement, unless and until the Company receives written notice from the Purchaser that the Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Servicer Termination, the Company shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the the Purchaser, or such other designee appointed by the Purchaser.
Appears in 2 contracts
Samples: Servicing Agreement (Greenwich Capital Acceptance Inc), Servicing Agreement (Structured Asset Mortgage Investments Inc)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' ’ prior written notice to the Servicer, to appoint and designate a master servicer (the "“Master Servicer"”), as master servicer of Mortgage Loans. The Servicer acknowledges that the Purchaser has provided notice that it will appoint and designate Aurora Loan Services, Inc. as Master Servicer of the Mortgage Loans and that the Mortgage Loans will, subject to a permitted Whole Section 8.2(b), be serviced in accordance with this Agreement. The written notice required pursuant to this Section 8.2 is deemed to have been satisfied with respect to the appointment of Aurora Loan Transfer or Pass-Through Transfer. Services, Inc. Upon receipt of written notice of such appointmentthe appointment of a Master Servicer pursuant to this Section 8.2 (other than Aurora Loan Services, Inc.), the Servicer shall promptly enter into a servicing agreement (a "“Master Servicing Agreement"”) to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's ’s requirements as set forth in the Master Servicer's ’s servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "“Owner" ” hereunder. The Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same. The Servicer shall treat the Master Servicer as “Owner” hereunder until the Servicer receives written notice from the Owner that the Owner has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 2 contracts
Samples: Servicing Agreement (Lehman Mortgage Trust 2007-3), Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-7)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to Countrywide ten (10) days prior to the Servicerfirst day of the month in which the first monthly Remittance Date following the transfer of the Mortgage Loans pursuant to a Whole Loan Transfer or Securitization Transfer is to occur, as applicable, to appoint and designate a master servicer (the "“Master Servicer"”), as master servicer of such Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointment, the Servicer shall promptly Countrywide may enter into a servicing agreement (a "“Master Servicing Agreement"”) to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's ’s requirements as set forth in the Master Servicer's ’s servicing guide; provided, however, that the Servicer Countrywide shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer Countrywide as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the ServicerCountrywide, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, Countrywide hereunder and (iv) will not result in any increased cost to the ServicerCountrywide. If the Servicer Countrywide and the Master Servicer enter into a Master Servicing Agreement, the Servicer Countrywide shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer Countrywide and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer Countrywide shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a8.07(a), the Servicer Countrywide shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" “Purchaser” hereunder. The Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the covenants and conditions set forth in this Agreement, and the Servicer Countrywide shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser . The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer Countrywide shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Purchaser. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. Countrywide shall treat the Master Servicer as “Purchaser” hereunder until Countrywide receives written notice from the Purchaser that the Purchaser has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, Countrywide shall no longer deal with the Master Servicer and shall instead deal directly with the Purchaser. From and after receipt of such notice of termination of the Master Servicer, Countrywide shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 2 contracts
Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2006-1), Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 (i) thirty (30) days' prior written notice to the ServicerServicer with respect to any Portfolio Mortgage Loans or (ii) fifteen (15) days' prior written notice to the Servicer with respect to any permitted Whole Loan Transfer or Pass-Through Transfer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Reconstituted Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guiderequirements; provided, however, that the Servicer shall be under no obligation to enter into any Master Reconstituted Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Reconstituted Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Reconstituted Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Reconstituted Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Reconstituted Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if Servicer regarding the Master Servicer were servicing of the "Owner" hereunderMortgage Loans. The Master Servicer shall have all rights the right as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 2 contracts
Samples: Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1), Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Initial Owner shall have the right, in its sole discretion, upon 30 days' reasonable prior written notice to the ServicerCompany, to appoint and designate a master servicer (the "Master Servicer"), Servicer as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferSecuritization Transaction. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer The Company shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement. As of the date of this Agreement, the Initial Owner designates Aurora Loan Services LLC as the Master Servicer and this shall constitute written notice of such appointment.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a9.02(a), the Servicer Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "“Initial Owner" ” hereunder. The Master Servicer shall have all rights as designee of the Initial Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer Company shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Initial Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Initial Owner, and the Servicer Company shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Initial Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Initial Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Initial Owner as if the Initial Owner had executed and delivered thethe same. The Company shall treat the Master Servicer as “Initial Owner” hereunder until the Company receives written notice from the Initial Owner that the Initial Owner has terminated the Master Servicer. Notwithstanding the foregoing, it is understood that the appointment of a Master Servicer shall not change any indemnification obligation of the Company or the Initial Owner hereunder.
(c) Upon receipt of written notice of termination of the Master Servicer, the Company shall no longer deal with the Master Servicer and shall instead deal directly with the Initial Owner. From and after receipt of such notice of termination of the Master Servicer, the Company shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Lehman XS Trust Series 2007-2n), Sale and Servicing Agreement (Lehman XS Trust Series 2007-15n)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this AgreementIn connection with a Pass-Through Transfer, an Agency Transfer or a Whole Loan Transfer, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the "Appointment") a master servicer as shall be reasonably acceptable to the Seller/Servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer some or Pass-Through Transfer. Upon receipt all of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation then subject to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicerthis Agreement. If the Servicer and the Master Servicer enter into a Master Servicing AgreementAccordingly, the Seller/Servicer shall service the Mortgage Loansto, remit to, and remit and report to to, the Master Servicer, all in accordance with the terms of the Master Servicing Agreement andReconstitution Agreement, to the extent inconsistent therewith, and the servicing provisions set forth in this Agreement shall as they may be superseded amended by the Master Servicing Reconstitution Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing AgreementUpon such Appointment, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Seller/Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "OwnerPurchaser" hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner thee Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement and not superseded by the Reconstitution Agreement, and the Seller/Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the OwnerPurchaser's designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer's instructions. The Seller/Servicer shall service the Mortgage Loans in accordance with this Agreement as amended by the Reconstitution Agreement, and shall treat the Master Servicer as the Purchaser under this Agreement in accordance with the provisions of this Section unless and until the Seller/Servicer receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the "Master Servicer Termination"). Upon receipt of the Master Servicer Termination, the Seller/Servicer shall no longer recognize or deal with the Master Servicer as the Purchaser's designee hereunder, but shall instead deal directly with the then current Purchaser or such other designee appointed by the Purchaser by Appointment in accordance with this Section.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Mortgage Investments Inc)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" hereunder. The Master Servicer shall have all rights as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same. The Servicer shall treat the Master Servicer as "Owner" hereunder until the Servicer receives written notice from the Owner that the Owner has terminated the Master Servicer.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (Bear Stearns Asset Backed Securities Inc)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 thirty (30) days' ’ prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), ) as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide’s requirements; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if Servicer regarding the Master Servicer were servicing of the "Owner" hereunderMortgage Loans. The Master Servicer shall have all rights the right as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 1 contract
Samples: Servicing Agreement (Zuni 2006-Oa1)
Designation of a Master Servicer. The Purchaser hereby appoints and designates the Master Servicer (a) Notwithstanding anything to the contrary contained in this Agreementsuch action, the Owner shall have "Appointment") of all of the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer Countrywide shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the covenants representations and warranties, and all other covenants, and conditions set forth in this Agreement, including the right to indemnification, and the Servicer Countrywide shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the OwnerPurchaser's designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser. All amounts due hereunder shall be remitted to the Master Servicer in accordance with the Master Servicer's instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement; provided however, the Purchaser shall remain liable under the terms of this Agreement. Countrywide shall treat the Master Servicer as if the Owner had Purchaser under this Agreement in accordance with the provisions of this Section unless and until Countrywide receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the "Master Servicer Termination"). Upon receipt of the Master Servicer Termination, Countrywide shall no longer recognize or deal with the Master Servicer as the Purchaser's designee hereunder, but shall instead deal directly with the then current Purchaser, or such other designee appointed by the Purchaser by Appointment in accordance with this Section. Neither Countrywide nor any of the officers, employees or agents of Countrywide shall be under any liability to the Purchaser for any action taken, or for refraining from taking any action, in good faith pursuant to this Section 4.19, or for errors in judgment. Countrywide and any officer, employee or agent of Countrywide may rely in good faith on any document of any kind prima facie properly executed and delivered thesubmitted by any Person respecting any matters arising hereunder. This Section 4.19 shall be subject to the provisions of Section 8.7.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Mortgage Investments Ii Inc)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Initial Owner shall have the right, in its sole discretion, upon 30 days' reasonable prior written notice to the ServicerCompany, to appoint and designate a master servicer (the "Master Servicer"), Servicer as master servicer of Mortgage Loans subject to a permitted Whole Whole-Loan Transfer or Pass-Through TransferSecuritization Transaction. Upon receipt of written notice of such appointment, the Servicer The Company shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall interim service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement. As of the date of this Agreement, the Initial Owner designates Aurora Loan Services LLC as the Master Servicer and this shall constitute written notice of such appointment.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a7.02(a), the Servicer Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "“Initial Owner" ” hereunder. The Master Servicer shall have all rights as designee of the Initial Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer Company shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Initial Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Initial Owner, and the Servicer Company shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Initial Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Initial Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Initial Owner as if the Initial Owner had executed and delivered thethe same. The Company shall treat the Master Servicer as “Initial Owner” hereunder until the Company receives written notice from the Initial Owner that the Initial Owner has terminated the Master Servicer. Notwithstanding the foregoing, it is understood that the appointment of a Master Servicer shall not change any indemnification obligation of the Company or the Initial Owner hereunder.
(c) Upon receipt of written notice of termination of the Master Servicer, the Company shall no longer deal with the Master Servicer and shall instead deal directly with the Initial Owner. From and after receipt of such notice of termination of the Master Servicer, the Company shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 1 contract
Samples: Sale and Interim Servicing Agreement (Lehman XS Trust Series 2006-12n)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this AgreementIn connection with a Pass-Through Transfer, an Agency Transfer or a Whole Loan Transfer, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the “Appointment”) a master servicer as shall be reasonably acceptable to the Seller/Servicer (the "“Master Servicer"”), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer some or Pass-Through Transfer. Upon receipt all of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation then subject to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicerthis Agreement. If the Servicer and the Master Servicer enter into a Master Servicing AgreementAccordingly, the Seller/Servicer shall service the Mortgage Loansto, remit to, and remit and report to to, the Master Servicer, all in accordance with the terms of the Master Servicing Agreement andReconstitution Agreement, to the extent inconsistent therewith, and the servicing provisions set forth in this Agreement shall as they may be superseded amended by the Master Servicing Reconstitution Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing AgreementUpon such Appointment, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Seller/Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" “Purchaser” hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement and not superseded by the Reconstitution Agreement, and the Seller/Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Seller/Servicer shall service the Mortgage Loans in accordance with this Agreement as amended by the Reconstitution Agreement, and shall treat the Master Servicer as the Purchaser under this Agreement in accordance with the provisions of this Section unless and until the Seller/Servicer receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Servicer Termination, the Seller/Servicer shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the then current Purchaser or such other designee appointed by the Purchaser by Appointment in accordance with this Section.
Appears in 1 contract
Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)
Designation of a Master Servicer. The Purchaser hereby appoints and designates the Master Servicer (a) Notwithstanding anything to the contrary contained in this Agreementsuch action, the Owner shall have “Appointment”) of all of the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer Countrywide shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the covenants representations and warranties, and all other covenants, and conditions set forth in this Agreement, including the right to indemnification, and the Servicer Countrywide shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser. All amounts due hereunder shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement; provided however, the Purchaser shall remain liable under the terms of this Agreement. Countrywide shall treat the Master Servicer as if the Owner had Purchaser under this Agreement in accordance with the provisions of this Section unless and until Countrywide receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Servicer Termination, Countrywide shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the then current Purchaser, or such other designee appointed by the Purchaser by Appointment in accordance with this Section. Neither Countrywide nor any of the officers, employees or agents of Countrywide shall be under any liability to the Purchaser for any action taken, or for refraining from taking any action, in good faith pursuant to this Section 4.19, or for errors in judgment. Countrywide and any officer, employee or agent of Countrywide may rely in good faith on any document of any kind prima facie properly executed and delivered thesubmitted by any Person respecting any matters arising hereunder. This Section 4.19 shall be subject to the provisions of Section 8.7.
Appears in 1 contract
Samples: Servicing Agreement (Zuni 2006-Oa1)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner shall have the right, in its sole discretion, upon 30 thirty (30) days' ’ prior written notice to the Servicer, to appoint and designate a master servicer (the "“Master Servicer"”), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "“Master Servicing Agreement"”) to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide’s requirements; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, hereunder and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if Servicer regarding the Master Servicer were servicing of the "Owner" hereunderMortgage Loans. The Master Servicer shall have all rights the right as designee of the Owner to enforce the covenants and conditions set forth in this Agreement, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Owner. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Owner, and the Servicer shall be entitled to rely on such waivers and consentsconsents as if such waivers or consents were the waivers or consents of the Owner. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's ’s designee hereunder, and such amendments or modifications shall be binding upon the Owner as if the Owner had executed and delivered thethe same.
(c) Upon receipt of notice of termination of the Master Servicer, the Servicer shall no longer deal with the Master Servicer and shall instead deal directly with the Owner. From and after receipt of such notice of termination of the Master Servicer, the Servicer shall service the applicable Mortgage Loans in accordance with the provisions of this Agreement and shall give no effect to any Master Servicing Agreement entered into with the Master Servicer.
Appears in 1 contract
Samples: Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A1)
Designation of a Master Servicer. The Purchaser hereby appoints and designates the Master Servicer (a) Notwithstanding anything to the contrary contained in this Agreementsuch action, the Owner shall have “Appointment”) of all of the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate a master servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through Transfer. Upon receipt of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the covenants representations and warranties, and all other covenants, and conditions set forth in this Agreement, including the right to indemnification, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser. All amounts due hereunder shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement; provided however, the Purchaser shall remain liable under the terms of this Agreement. Servicer shall treat the Master Servicer as if the Owner had Purchaser under this Agreement in accordance with the provisions of this Section unless and until Servicer receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Servicer Termination, Servicer shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the then current Purchaser, or such other designee appointed by the Purchaser by Appointment in accordance with this Section. Neither Servicer nor any of the officers, employees or agents of Servicer shall be under any liability to the Purchaser for any action taken, or for refraining from taking any action, in good faith pursuant to this Section 10.27, or for errors in judgment. Servicer and any officer, employee or agent of Servicer may rely in good faith on any document of any kind prima facie properly executed and delivered thesubmitted by any Person respecting any matters arising hereunder.
Appears in 1 contract
Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this AgreementIn connection with a Pass-Through Transfer, an Agency Transfer or a Whole Loan Transfer, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the "Appointment") a master servicer as shall be reasonably acceptable to the Seller/Servicer (the "Master Servicer"), as master servicer of Mortgage Loans subject to a permitted Whole Loan Transfer some or Pass-Through Transfer. Upon receipt all of written notice of such appointment, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation then subject to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicerthis Agreement. If the Servicer and the Master Servicer enter into a Master Servicing AgreementAccordingly, the Seller/Servicer shall service the Mortgage Loansto, remit to, and remit and report to to, the Master Servicer, all in accordance with the terms of the Master Servicing Agreement andReconstitution Agreement, to the extent inconsistent therewith, and the servicing provisions set forth in this Agreement shall as they may be superseded amended by the Master Servicing Reconstitution Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing AgreementUpon such Appointment, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Seller/Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "OwnerPurchaser" hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner thee Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement and not superseded by the Reconstitution Agreement, and the Seller/Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Seller/Servicer shall service the Mortgage Loans in accordance with this Agreement as amended by the Reconstitution Agreement, and shall treat the Master Servicer as the Purchaser under this Agreement in accordance with the provisions of this Section unless and until the Seller/Servicer receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the "Master Servicer Termination"). Upon receipt of the Master Servicer Termination, the Seller/Servicer shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the then current Purchaser or such other designee appointed by the Purchaser by Appointment in accordance with this Section.
Appears in 1 contract
Samples: Servicing Agreement (Structured Asset Securities Corp Thorn Mort Sec Tr 2003-3)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the “Appointment”) a master servicer (the "a “Master Servicer"”), as master servicer of some or all of the Mortgage Loans then subject to a permitted Whole Loan Transfer or Pass-Through Transferthis Agreement. Upon receipt of written notice of such appointment, Appointment from the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a)then Purchaser, the Servicer shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer Service shall have all rights as designee of the Owner Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, including without limitation, the right to indemnification, and the Servicer shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or of consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall furthermore be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due to the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Agreement. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement. Notwithstanding the provisions of this Agreement requiring the delivery of an agreement of the Servicer in order to be recognized by the Servicer, from and after the Appointment of the Master Servicer pursuant to this Section until the Master Servicer Termination (as defined below) the Servicer shall be required to recognize and deal with the Master Servicer under this Agreement, and any other contrary provisions shall be superseded, and shall have no effect for the duration of this Appointment. The Servicer shall treat the Master Servicer as the Purchaser under this Agreement in accordance with the provisions of this Section unless and until the Servicer receives written notice from the then current Purchaser under this Agreement that the then current Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Service Termination, the Servicer shall no longer recognize or deal directly with the then current Purchaser, or such other designee appointed by the Purchaser by Appointment in accordance with this Section.
Appears in 1 contract
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the “Appointment”) a master servicer (the "a “Master Servicer"”), as master servicer service of some or all of the Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointmentAppointment from the Purchaser, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, including without limitation, the right to indemnification, and the Servicer Company shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement. The Company shall treat the Master Servicer as the Purchaser under this Agreement, unless and until the Company receives written notice from the Purchaser that the Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of tile Master Servicer Termination, the Company shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the tile Purchaser, or such other designee appointed by the Purchaser.
Appears in 1 contract
Samples: Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4)
Designation of a Master Servicer. (a) Notwithstanding anything to the contrary contained in this Agreement, the Owner Purchaser shall have the right, in its sole discretion, upon 30 days' prior written notice to the Servicer, to appoint and designate (such action, the “Appointment”) a master servicer (the "a “Master Servicer"”), as master servicer of some or all of the Mortgage Loans subject to a permitted Whole Loan Transfer or Pass-Through TransferLoans. Upon receipt of written notice of such appointmentAppointment from the Purchaser, the Servicer shall promptly enter into a servicing agreement (a "Master Servicing Agreement") to service the Mortgage Loans for the Master Servicer in accordance with the Master Servicer's requirements as set forth in the Master Servicer's servicing guide; provided, however, that the Servicer shall be under no obligation to enter into any Master Servicing Agreement unless the obligations and duties of the Servicer as a subservicer thereunder (i) are not materially different from than those set forth herein, (ii) do not cause undue burden on the Servicer, (iii) do not expand in any material respect any of the obligations, duties or liabilities of the Servicer hereunder, and (iv) will not result in any increased cost to the Servicer. If the Servicer and the Master Servicer enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of the Master Servicing Agreement and, to the extent inconsistent therewith, the servicing provisions set forth in this Agreement shall be superseded by the Master Servicing Agreement. If the Servicer and the Master Servicer do not enter into a Master Servicing Agreement, the Servicer shall service the Mortgage Loans, and remit and report to the Master Servicer, in accordance with the terms of this Agreement.
(b) Upon appointment of a Master Servicer in accordance with Section 8.2(a), the Servicer Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the "Owner" Purchaser hereunder. The Furthermore, the Master Servicer shall have all rights as designee of the Owner Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, including without limitation, the right to indemnification, and the Servicer Company shall follow and shall be entitled to rely on the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the OwnerPurchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the OwnerPurchaser, and the Servicer shall be entitled to rely on such waivers and consents. The Master Servicer is empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Owner's Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Owner Purchaser as if the Owner Purchaser had executed and delivered thethe same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have the right, in its sole discretion, to appoint and designate (such action, the “Appointment”) a master servicer (a “Master Servicer”), as master servicer of some or all of the Mortgage Loans. Upon receipt of written notice of such Appointment from the Purchaser, the Company shall correspond and communicate solely with the Master Servicer, as if the Master Servicer were the Purchaser hereunder. Furthermore, the Master Servicer shall have all rights as designee of the Purchaser to enforce the representations and warranties, and all other covenants and conditions set forth in this Agreement, including without limitation, the right to indemnification, and the Company shall follow the instructions of the Master Servicer under this Agreement as if such instructions were the instructions of the Purchaser. The Master Servicer shall have the right to give any waivers or consents required or allowed under this Agreement on behalf of the Purchaser, and shall be empowered to enter into and execute and deliver any amendments or modifications to this Agreement as the Purchaser’s designee hereunder, and such amendments or modifications shall be binding upon the Purchaser as if the Purchaser had executed and delivered the same. All amounts due the Purchaser under this Agreement shall be remitted to the Master Servicer in accordance with the Master Servicer’s instructions. The Master Servicer shall not assume any of the liabilities of the Purchaser under this Agreement. The Company shall treat the Master Servicer as the Purchaser under this Agreement, unless and until the Company receives written notice from the Purchaser that the Purchaser has terminated the Master Servicer (such notice, the “Master Servicer Termination”). Upon receipt of the Master Servicer Termination, the Company shall no longer recognize or deal with the Master Servicer as the Purchaser’s designee hereunder, but shall instead deal directly with the the Purchaser, or such other designee appointed by the Purchaser.
Appears in 1 contract
Samples: Servicing Agreement (Greenwich Capital Acceptance Inc)