RELATIONSHIP OF PURCHASER AND INTERIM SERVICER Sample Clauses

RELATIONSHIP OF PURCHASER AND INTERIM SERVICER. (a) Seller acknowledges that, subject to the terms and conditions of this Addendum, Purchaser will own all of the Purchased Assets as provided for in the Agreement, and shall be entitled to all Servicing Fee income payable under the Servicing Agreements, beginning on the Sale Date or Subsequent Sale Date, notwithstanding that the Servicing Agreements and/or the Credit and Servicing Files may remain in the possession of Seller (and the Collateral Files in the possession or control of Custodian) to facilitate the performance of interim servicing activities described herein during the term of this Addendum, and, during the term hereof, the Seller is entitled to the Interim Servicing Fee and other compensation and economic benefit described in Section 8 below. (b) As reasonably requested, Seller shall allow, or cause to be allowed as the case may be, Purchaser or any Person or Persons authorized by Purchaser full and complete access to the Credit and Servicing Files in its possession or control, and the Collateral Files in the possession of the Custodian, at any time during normal business hours, and shall make available its personnel to Purchaser or to such authorized Persons at any time during normal business hours for the purpose of responding to routine, general questions or inquiries regarding the Purchased Assets; provided, however, that any such access shall be arranged in such a manner as not to interfere with the normal business operations of Seller. Notwithstanding the foregoing, Seller may, in its sole discretion, deny or restrict such access to any information the disclosure of which is restricted by contract or law or which would result in the waiver of any legal privilege (including the attorney-client privilege). (c) Seller acknowledges that the Related Escrow Accounts of the Mortgage Loans, maintained pursuant to the Servicing Agreements, during the term of this Addendum are for the account of the Mortgagors under the Mortgage Loans, the Investors or Purchaser as their interests may appear. For convenience of administration, the balances and collections in the Related Escrow Accounts may continue to be held in the bank accounts heretofore employed for such purpose. Except as required to be paid in accordance with Servicing Agreements, Seller shall be entitled to retain the economic benefit of Related Escrow Accounts, until such time as dictated by this Addendum in conjunction with the applicable Servicing Transfer Date for a Mortgage Loan. 4.
Sample 1
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RELATIONSHIP OF PURCHASER AND INTERIM SERVICER. (a) Seller acknowledges that, subject to the terms and conditions of this Addendum, Purchaser will own all of the Purchased Assets as provided for in the Agreement, and shall be entitled to all Servicing Fee income payable under the Servicing Agreements, beginning on the Sale Date or Subsequent Sale Date, notwithstanding that the Servicing Agreements and/or the Credit and Servicing Files may remain in the possession of Seller (and the Collateral Files in the possession or control of Custodian) to facilitate the performance of interim servicing activities described herein during the term of this Addendum, and, during the term hereof, the Seller is entitled to the Interim Servicing Fee and other compensation and economic benefit described in Section 8 below.
Sample 1
RELATIONSHIP OF PURCHASER AND INTERIM SERVICER. (a) Seller acknowledges that, subject to the terms and conditions of this Addendum, Purchaser will own all of the Purchased Assets as provided for in the Agreement, and shall be entitled to all Servicing Fee income payable under the Servicing Agreement, beginning on the Sale Date, notwithstanding that the Servicing Agreement and/or the Credit and Servicing Files may remain in the possession of Seller (and the Collateral Files in the possession of Custodian) to facilitate the performance of interim servicing activities described herein during the term of this Addendum, and, during the term hereof, the Seller is entitled to the Interim Servicing Fee and other compensation and economic benefit described in Section 8 below.
Sample 1
RELATIONSHIP OF PURCHASER AND INTERIM SERVICER. (a) Seller acknowledges that, subject to the terms and conditions of this Addendum, Purchaser will own all of the assets as provided for in the Agreement (including without limitation Section 2.02(a)), and shall be entitled to all Servicing Fees payable under the Servicing Agreements, beginning on the Sale Date, notwithstanding that the Servicing Agreements and/or the Servicing Files may remain in the possession of Seller (and the Collateral Files in the possession of Custodian) to facilitate the performance of interim servicing activities described herein during the Interim Servicing Period.
Sample 1

Related to RELATIONSHIP OF PURCHASER AND INTERIM SERVICER

  • Representations Respecting Subadvisor The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

  • Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers (a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agency of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. Notwithstanding any other provision of this Agreement, the Master Servicer shall not be precluded from selling all or part of the Servicing Fee relating to any Mortgage Loans to any Sub-Servicer, provided that with respect to any Mortgage Loan as to which the Master Servicer sells all or a part of the related Servicing Fee, the Master Servicer shall retain full responsibility under this Agreement for the servicing activities relating to such Mortgage Loan. Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Fxxxxxx Mac or Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

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