Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, on the Sale Date upon the terms specified herein, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds, and (d) Mortgage Files for the Mortgage Loans (the “MSR Closing”).
Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, on the Sale Date upon the terms specified herein, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds, and (d) Mortgage Files, in each case for Eligible Loans.
Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, Seller shall, on and as of the Sale Date, sell, transfer and assign to Purchaser, and Purchaser shall purchase and assume from Seller, all of Seller’s legal and beneficial right, title and interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds and (d) Mortgage Files. Purchaser shall have the right to decline to purchase the Servicing Rights that do not conform to the terms, conditions, representations, warranties and covenants in this Agreement. It is expressly understood and agreed that the economics of the ownership of the Servicing Rights shall accrue to the benefit of Purchaser as of the Sale Date and Purchaser shall be entitled to receive all of the Servicing Fees payable under the Servicing Agreements after the Cut-off Date, including without limitation any accrued and unpaid Servicing Fees as of the Cut-off Date, subject to Seller’s rights to compensation as interim servicer pursuant to the Interim Servicing Requirements. On and after the Transfer Date, Purchaser shall have the exclusive right to receive all, and to enter into arrangements that generate, Ancillary Fees with respect to the Mortgage Loans.
Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, on the Sale Date upon the terms specified herein, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds, and (d) Mortgage Files for the Mortgage Loans. Notwithstanding anything to the contrary contained herein, the Seller shall have no obligation to sell and the Purchaser shall have no obligation to purchase any Servicing Rights related to mortgage loans that are Excluded Loans as of the Sale Date.
Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, pursuant to a Xxxx of Sale executed by the Purchaser and the Seller in accordance with the provisions of Section 2.02 and/or Section 2.03, as applicable, and subject to the Applicable Requirements, the Seller shall, on and as of each Sale Date, sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (i) Servicing Rights, (ii) Advances, (iii) Custodial Funds and (iv) Mortgage Files; provided, however, that the Purchaser neither purchases nor assumes any Excluded Obligation, other than as required by Applicable Requirements. The Seller and the Purchaser hereby agree that the Servicing Rights, Advances, Custodial Funds and Mortgage Files relating to the Mortgage Loans set forth on Schedule 2.01, adjusted to reflect the final population of Mortgage Loans set forth in the related Settlement Schedule, shall be purchased by the Purchaser on such Sale Date. In the event an Investor Consent has not been obtained or another condition to closing has not been satisfied with respect to the Xxxxxx Xxx Loans or the Xxxxxxx Mac Loans prior to the scheduled Sale Date, the parties shall mutually agree on the applicable Purchase Price Percentage to apply to the Xxxxxx Xxx Loans and the Xxxxxxx Mac Loans, respectively, and a subsequent Sale Date and, if necessary, a subsequent Transfer Date for the Mortgage Loans for which the related Investor Consent has not yet been obtained or another closing condition has not been satisfied. Except to the extent provided in this Agreement, the Purchaser shall be entitled to receive all of the Servicing Compensation and Ancillary Fees payable with respect to the Mortgage Loans and related Servicing Rights under the Servicing Agreements following the Cut-off Date and, during the Interim Servicing Period, the Seller shall retain, report and remit such amounts pursuant to the Interim Servicing Requirements.
Items to be Sold, Transferred and Assigned. Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, on the Sale Date upon the terms specified herein, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds, and (d) Mortgage Files for the Mortgage Loans. The Purchaser shall be entitled to the Servicing Fees received or collected following the Cut-Off Date.
