Common use of Pledged Loans’ Collection and Servicing Rights Clause in Contracts

Pledged Loans’ Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Companies shall be entitled to service the Pledged Loans and to receive and collect directly — or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements — all sums payable to the Companies in respect of the Pledged Loans (excluding, however sums arising from sales or other dispositions of Pledged Loans, which Section 7.13 requires to be paid to the Agent for application as therein stated); provided that the Companies’ rights and obligations to so interim service, or to cause to be so interim serviced, Pledged Loans shall terminate if and when the Agent sends a notice of termination thereof to the Companies, which the Agent may do at any time the Agent believes that a Company may have assigned or pledged, or may attempt to assign or pledge, any rights to service the Collateral or interest therein to any Person other than the Agent or after termination for cause, or suspension for a period of ten (10) days or more for cause, of the Companies’ rights to service Mortgage Loans under any Servicing Agreement in which a Company is the Servicer; and provided further that if any Default or Event of Default shall occur at any time, the Companies’ rights and obligations to service Pledged Loans shall terminate automatically and immediately without any notice or action by the Agent or any Lender. Upon any such termination, the Agent is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent shall reasonably determine, and the Companies shall have no right to sell or attempt to sell or transfer such rights to service the Pledged Loans. The Companies shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by the Companies, together with all escrow amounts relating to the Pledged Loans, are delivered to the successor Servicer. To the extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies will fully cooperate with the Agent to obtain such approval. All amounts paid by any purchaser of such rights to service the Pledged Loans shall be paid to the Agent for distribution to the Lenders and application to the Loan in the same manner and order as provided for funds received by the Agent pursuant to Section 12.4. The rights to service the Pledged Loans have not been separated from the Pledged Loans and are not subject to pledge or assignment to anyone other than the Agent. Nothing herein shall be construed to cover or affect the Company’s rights to service pools of Mortgage Loans that are the base and backing for MBS issued or guaranteed by an Agency, which rights are established and governed by the respective Servicing Agreements between the Company and the issuer of such Agency MBS and any related Acknowledgment Agreement.

Pledged Loans’ Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Companies Company shall be entitled to service the Pledged Loans and to receive and collect directly — or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements — all sums payable to the Companies Company in respect of the Pledged Loans (excluding, however sums arising from sales or other dispositions of Pledged Loans, which Section 7.13 6.9 requires to be paid to the Agent for application as therein stated); provided that the Companies’ Company’s rights and obligations to so interim service, or to cause to be so interim serviced, each Pledged Loans Loan shall terminate if and when on the earlier of (i) the Maturity Date or (ii) one (1) month after the Effective Date of this Agreement, although such one-month period shall be automatically extended for sequential periods of one (1) month each unless the Agent, acting in its sole discretion, gives written notice to the Company (at least five (5) Business Days before the end of any such 1-month period unless Default has occurred that has not been cured or an Event of Default has occurred that the Agent sends has not declared in writing to have been cured or waived — no advance notice shall be required if a notice Default or Event of termination thereof to the CompaniesDefault shall have occurred and be continuing) stating that such period will not be extended, which the Agent may do at any time the Agent believes that a Company may have assigned or pledged, or may attempt to assign or pledge, any rights to service the Collateral or interest therein to any Person other than the Agent or after termination for cause, or suspension for a period of ten (10) days or more for cause, of the Companies’ rights to service Mortgage Loans under any Servicing Agreement in which a Company is event the ServicerCompany’s said interim servicing rights will automatically terminate upon expiration of that 1-month period; and provided further that if any Default or Event of Default shall occur at any time, the Companies’ Company’s rights and obligations to service the Pledged Loans shall terminate automatically and immediately (unless and to the extent the Agent shall state otherwise by written notice to the Company) without any notice or other action by the Agent or any Lender. Upon any such termination, the Agent is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent shall reasonably determine, and the Companies Company shall have no right to sell or attempt to sell or transfer such rights to service the Pledged Loans. The Companies Company shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by the CompaniesCompany, together with all escrow amounts relating to the Pledged Loans, are delivered to the successor Servicer. To the extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies Company will fully cooperate with the Agent to obtain such approval. All amounts paid by any purchaser of such rights to service the Pledged Loans shall be paid to the Agent for distribution to the Lenders and application to the Loan in the same manner and order as provided for funds received by the Agent pursuant to Section 12.411.4. The rights to service the Pledged Loans have not been separated from the Pledged Loans and are not subject to pledge or assignment to anyone other than the Agent. Nothing herein shall be construed to cover or affect the Company’s rights to service pools of Mortgage Loans that are the base and backing for MBS issued or guaranteed by an Agency, which rights are established and governed by the respective Servicing Agreements between the Company and the issuer of such Agency MBS and any related Acknowledgment Agreement.

Pledged Loans’ Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent Lender has not declared in writing to have been cured or waived, the Companies Borrowers shall be entitled to service the Pledged Loans and to receive and collect directly — directly—or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements — Agreements—all sums payable to the Companies Borrowers in respect of the Pledged Loans (excluding, however sums arising from sales or other dispositions of Pledged Loans, which Section 7.13 7.9 requires to be paid to the Agent Lender for application as therein stated); provided that the Companies’ rights and obligations to so interim service, or to cause to be so interim serviced, Pledged Loans shall terminate if and when the Agent sends a notice of termination thereof to the Companies, which the Agent may do at any time the Agent believes that a Company may have assigned or pledged, or may attempt to assign or pledge, any rights to service the Collateral or interest therein to any Person other than the Agent or after termination for cause, or suspension for a period of ten (10) days or more for cause, of the Companies’ rights to service Mortgage Loans under any Servicing Agreement in which a Company is the Servicer; and provided further that if . If any Default or Event of Default shall occur at any time, the Companies’ Borrowers' rights and obligations to service the Pledged Loans shall terminate automatically and immediately (unless and to the extent the Lender shall state otherwise by written notice to the Borrowers) without any notice or action by the Agent or any Lender. Upon any such termination, the Agent Lender is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent Lender shall reasonably determine, and the Companies Borrowers shall have no right to sell or attempt to sell or transfer such rights to service the Pledged Loans. The Companies Each Borrower shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by the CompaniesBorrower, together with all escrow amounts relating to the Pledged Loans, are delivered to the successor Servicer. To the extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies Borrowers will fully cooperate with the Agent Lender to obtain such approval. All amounts paid by any purchaser of such rights to service the Pledged Loans shall be paid to the Agent Lender for distribution to the Lenders and application to the Loan in the same manner and order as provided for funds received by the Agent Lender pursuant to Section 12.4. The rights to service the Pledged Loans have not been separated from the Pledged Loans and are not subject to pledge or assignment to anyone other than the AgentLender. Nothing herein shall be construed to cover or affect the Company’s Borrowers' rights to service pools of Mortgage Loans that are the base and backing for MBS issued or guaranteed by an AgencyMBS, which rights are established and governed by the respective Servicing Agreements between the Company a Borrower and the issuer of such Agency MBS and any related Acknowledgment Agreementacknowledgment agreement.

Pledged Loans’ Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Companies Company shall be entitled to service the Pledged Loans and to receive and collect directly — – or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements — – all sums payable to the Companies Company in respect of the Pledged Loans (excluding, however sums arising from sales or other dispositions of Pledged Loans, which Section 7.13 6.12 requires to be paid to the Agent for application as therein stated); provided that the Companies’ Company’s rights and obligations to so interim service, or to cause to be so interim serviced, Pledged Loans shall terminate if and when the Agent sends a notice of termination thereof to the CompaniesCompany, which the Agent may do at any time the Agent believes that a the Company may have assigned or pledged, or may attempt to assign or pledge, any rights to service the Collateral or interest therein to any Person other than the Agent or after termination for cause, or suspension for a period of ten (10) days or more for cause, of the Companies’ Company’s rights to service Mortgage Loans under any Servicing Agreement in which a the Company is the Servicer; and provided further that if any Default or Event of Default shall occur at any time, the Companies’ Company’s rights and obligations to service Pledged Loans shall terminate automatically and immediately without any notice or action by the Agent or any Lender. Upon any such termination, the Agent is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent shall reasonably determine, and the Companies Company shall have no right to sell or attempt to sell or transfer such rights to service the Pledged Loans. The Companies Company shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by the CompaniesCompany, together with all escrow amounts relating to the Pledged Loans, are delivered to the successor Servicer. To the extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies Company will fully cooperate with the Agent to obtain such approval. All amounts paid by any purchaser of such rights to service the Pledged Loans shall be paid to the Agent for distribution to the Lenders and application to the Loan in the same manner and order as provided for funds received by the Agent pursuant to Section 12.411.4. The rights to service the Pledged Loans have not been separated from the Pledged Loans and are not subject to pledge or assignment to anyone other than the Agent. Nothing herein shall be construed to cover or affect the Company’s rights to service pools of Mortgage Loans that are the base and backing for MBS issued or guaranteed by an AgencyAgency MBS, which rights are established and governed by the respective Servicing Agreements between the Company and the issuer of such Agency MBS and any related Acknowledgment Agreement.

Pledged Loans’ Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Companies Company shall be entitled to service the Pledged Loans and to receive and collect directly — -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements — -- all sums payable to the Companies Company in respect of the Pledged Loans (excluding, however sums arising from sales or other dispositions of Pledged Loans, which Section 7.13 SECTION 6.9 requires to be paid to the Agent for application as therein stated); provided that the Companies’ Company's rights and obligations to so interim service, or to cause to be so interim serviced, each Pledged Loans Loan shall terminate if and when on the Agent sends a earlier of (i) the Maturity Date or (ii) one (1) month after the Effective Date of this Agreement, although such one-month period shall be automatically extended for sequential periods of one (1) month each unless the Agent, acting in its sole discretion, gives written notice of termination thereof to the CompaniesCompany during any such 1-month period stating that such period will not be extended, which the Agent may do at any time the Agent believes that a Company may have assigned or pledged, or may attempt to assign or pledge, any rights to service the Collateral or interest therein to any Person other than the Agent or after termination for cause, or suspension for a period of ten (10) days or more for cause, of the Companies’ rights to service Mortgage Loans under any Servicing Agreement in which a Company is event the ServicerCompany's said interim servicing rights will automatically terminate upon expiration of that 1-month period; and provided further that if any Default or Event of Default shall occur at any time, the Companies’ Company's rights and obligations to service the Pledged Loans shall terminate automatically and immediately (unless and to the extent the Agent shall state otherwise by written notice to the Company) without any notice or other action by the Agent or any Lender. Upon any such termination, the Agent is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent shall reasonably determine, and the Companies Company shall have no right to sell or attempt to sell or transfer such rights to service the Pledged Loans. The Companies Company shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by the CompaniesCompany, together with all escrow amounts relating to the Pledged Loans, are delivered to the successor Servicer. To the extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies Company will fully cooperate with the Agent to obtain such approval. All amounts paid by any purchaser of such rights to service the Pledged Loans shall be paid to the Agent for distribution to the Lenders and application to the Loan in the same manner and order as provided for funds received by the Agent pursuant to Section 12.4SECTION 11.4. The rights to service the Pledged Loans have not been separated from the Pledged Loans and are not subject to pledge or assignment to anyone other than the Agent. Nothing herein shall be construed to cover or affect the Company’s rights to service pools of Mortgage Loans that are the base and backing for MBS issued or guaranteed by an Agency, which rights are established and governed by the respective Servicing Agreements between the Company and the issuer of such Agency MBS and any related Acknowledgment Agreement.