REO Properties. (a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller have title to the Mortgaged Property conveyed in the name of any Purchaser.
(b) Upon the request of Holdings and subject to Sections 2.3(f) and 2.10(c), Seller shall engage one or more Affiliates of Holdings designated by Holdings to perform certain REO Disposition Services on any REO Property serviced under this Addendum (each an “NRZ REO Vendor”). If applicable, the agreement with an NRZ REO Vendor shall permit such NRZ REO Vendor to refer or contract with certain subvendors to perform REO Disposition Services on any REO Property serviced hereunder, as specified under the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable REO Disposition Services, which cooperation may include but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to such Persons as requested by such NRZ REO Vendor (or as otherwise set forth in the applicable contract with such NRZ REO Vendor). The Seller shall (x) review any reporting and/or data provided by an NRZ REO Vendor, (y) incorporate such information to Seller’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement. Holdings shal...
REO Properties. The term “REO Properties” means real properties owned by Residential but not active in Residential’s rental program.
REO Properties. As to each REO Property, the Seller hereby represents and -------------- warrants to the Purchaser that as of the Closing Date;
REO Properties. Within 30 days after Lender’s request therefor at any time, the applicable Loan Party or such other Subsidiary having any REO Property shall grant to Lender a first Lien Mortgage on such Person’s REO Properties to secure the Advances pursuant to Loan Documents and other closing documents as are satisfactory to Lender; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Loan Party and Lender may make other arrangements satisfactory to Lender. In addition, at all times after the Original Forbearance Effective Date, upon any acquisition of each REO Property, each Loan Party shall transfer all such REO Properties to a designated Loan Party or other Subsidiary satisfactory to Lender and shall provide to Lender a first and exclusive Lien on the stock of such Subsidiary and a negative pledge on all of the assets of such Subsidiary; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Loan Party and Lender may make other arrangements satisfactory to Lender.
REO Properties. (a) Each REO Property constitutes real property owned by the Seller or an Affiliate thereof, none of which is used in the operation of Seller’s business.
(b) Except as set forth in Section 4.06(b)(i) of the Seller Disclosure Schedule, to the Knowledge of Seller, (i) all buildings on the REO Properties will be insured, at all times prior to the Closing, against loss by fire, flood (if necessary under applicable law), hazards of extended coverage and such other hazards as are commonly insured against in a property of such type and (ii) there have been no acts or omissions that would impair the coverage of any such insurance. Except as set forth in Section 4.06(b)(ii) of the Seller Disclosure Schedule, all premiums on any such insurance policies have been paid and Seller has not received a notice of termination or cancellation for such insurance.
(c) Each REO Property consists of a fee estate in real property, and is improved as a commercial property (or a residence or an unimproved lot to the extent required by the SBA Loan Authorization or Origination Commitment Letter).
(d) To the Knowledge of Seller, as of the date hereof, with respect to each Transferred Interest, there are no mechanics’ or similar liens or claims which have been filed for work, labor or material against any REO Property relating to such Transferred Interest.
(e) To the Knowledge of Seller, except as set forth in Section 4.06(e) of the Seller Disclosure Schedule, as of the date hereof, with respect to each Transferred Interest (i) the REO Properties are free of damage that would reasonably be expected to materially and adversely affect the value of such properties or the purpose for which they are used, and (ii) there are no proceedings pending for the total or partial condemnation or taking by eminent domain thereof.
REO Properties. In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of Investor, or its designee (or as otherwise required by applicable Agency Guidelines); provided that, in no event shall the Subservicer have title to the Mortgaged Property conveyed in the name of the Owner/Servicer without the Owner/Servicer's prior written consent. The Subservicer shall transfer REO Properties to the Investor in such manner and at such time as required under Applicable Requirements; provided that, in no event shall the Subservicer have title to the Mortgaged Property transferred to the name of the Owner/Servicer without the Owner/Servicer's prior written consent. Prior to transferring any REO Property to the Investor, the Subservicer shall comply with all Applicable Requirements related to the maintenance of such property. The Subservicer shall maintain on each REO Property monthly fire and hazard insurance with extended coverage in an amount that is at least equal to the maximum insurable value of the improvements that are a part of such property and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements. The Owner/Servicer shall be responsible for obtaining and maintaining any liability coverage insuring the Owner/Servicer. The Subservicer shall be entitled to the monthly servicing fee with respect to REO Property indicated in Exhibit B to the extent servicing responsibilities with respect to such REO Property is not transferred to the Investor or another party.
REO Properties. Except to the extent that the Applicable Requirements provide otherwise, the following provisions shall apply to the management and disposition of REO Properties:
(a) The deed, title or certificate or bxxx of sale for any REO Properties shall be taken in the name of Owner or an entity designated by Owner.
(b) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Properties as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of the Owner.
(c) Upon request by the Owner or in the Servicer’s discretion, with respect to any REO Properties, the Servicer shall obtain estimations of the value of the REO Properties from parties selected by the Servicer, which may be broker price opinions if the REO Properties is real property, and shall solicit, in a commercially reasonable manner, bids for the purchase of such REO Properties.
(d) Each disposition of REO Properties shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer reasonably determines to be in the best interest of the Owner and provided the sales price and the related terms and conditions are results of arm’s-length negotiation. To the extent the REO Properties was subject to the UCC, Servicer may exercise all of Owner’s rights and remedies as a secured creditor under the UCC, and under the Asset Documents, including selling the REO Properties at public or private sale, in the entirety or in separate parts, as the Servicer may determine. The proceeds of sale of the REO Properties shall be promptly deposited in the Collection Account.
(e) The Servicer shall timely file required information returns (or obtain extensions, if necessary and reasonable), if any, with respect to the receipt of mortgage interest, interest or other amounts received in a trade or business, reports of foreclosures and abandonments of any Collateral and cancellation of indebtedness income with respect to any Collateral as required by the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by the Code and a copy thereof shall be sent to the Owner promptly after the filing thereof.
REO Properties. Within 30 days after Lender’s request therefor at any time, Guarantor, the applicable Borrower or such other Subsidiary having any REO Property (other than REO Property owned by the BOS Borrower in connection with the BOS Agreement) shall grant to Lender a first Lien Mortgage on such Person’s REO Properties to secure the Advances pursuant to Loan Documents and other closing documents as are satisfactory to Lender; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Borrower and Lender may make other arrangements satisfactory to Lender. In addition, at all times after the Forbearance Effective Date, upon any acquisition of each REO Property, each Borrower shall transfer all REO Properties to a designated Borrower or other Subsidiary satisfactory to Lender and shall provide to Lender a first and exclusive Lien on the stock of such Subsidiary, and a negative pledge on all of the assets of such Subsidiary; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Borrower and Lender may make other arrangements satisfactory to Lender.
REO Properties. As to each REO Property that is subject to this Loan Agreement and is classified as an Eligible REO Property, Borrower shall be deemed to make the following representations and warranties to Lender as of each Funding Date and as of each date such REO Property is so classified:
REO Properties. Within 30 days after Lender’s request therefor at any time, Guarantor, the applicable Borrower or such other Subsidiary having any REO Property shall grant to Lender a first Lien Mortgage on such Person’s REO Properties to secure the Advances pursuant to Loan Documents and other closing documents as are satisfactory to Lender; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Borrower and Lender may make other arrangements satisfactory to Lender. In addition, at all times after the Forbearance Effective Date, upon any acquisition of each REO Property, each Borrower shall transfer all REO Properties to a designated Borrower or other Subsidiary satisfactory to Lender and shall provide to Lender a first and exclusive Lien on the stock of such Subsidiary, and a negative pledge on all of the assets of such Subsidiary; provided, however, to the extent any such transfer would require the payment of any material transfer tax or similar tax, such Borrower and Lender may make other arrangements satisfactory to Lender.
