Common use of Servicing Agreement Consents and Notices Clause in Contracts

Servicing Agreement Consents and Notices. From the date hereof until the Sale Date, the Seller shall use its commercially reasonable efforts to obtain the Servicing Agreement Consents on or prior to the Sale Date (including by using such efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following the Effective Date), and Purchaser shall use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consents. If any Servicing Agreement Consent is not obtained on or prior to the Sale Date with respect to any Servicing Agreement, Seller shall continue to use its commercially reasonable efforts to obtain such Servicing Agreement Consent until the Termination Date, and Purchaser shall continue to use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consent during such period. Prior to each Servicing Transfer Date, Purchaser and the Seller shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicable, the Servicing Agreements, hereunder, in form and substance reasonably satisfactory to both Parties, and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral File. In addition, from the date hereof until the Sale Date or any Subsequent Sale Date, as applicable, the Seller shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements in connection with the Transactions. From the date hereof until the Termination Date, Seller shall provide to Purchaser a report and reasonable evidence on a periodic basis (no less frequently than monthly) of its receipt of the Servicing Agreement Consents.

Servicing Agreement Consents and Notices. (i) From the date hereof until the Sale Closing Date, the Seller Sellers shall use its commercially reasonable efforts to obtain the Servicing Agreement Consents on or prior to the Sale Date (including by using such Closing Date, and Purchaser shall cooperate with the Sellers to obtain the Servicing Agreement Consents on or prior to the Closing Date. The Sellers shall use commercially reasonable efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following the Effective Date)parties, and Purchaser shall use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consentsby April 1, 2012. If any Servicing Agreement Consent is not obtained on or prior to the Sale Closing Date with respect and the Sellers in their sole discretion desire to any Servicing Agreement, Seller shall continue to use its their commercially reasonable efforts to obtain such Servicing Agreement Consent until the Termination DateConsent, and Purchaser shall continue to use its commercially reasonable efforts to cooperate with the Seller Sellers to obtain such Servicing Agreement Consent during such periodConsent. Prior to each Servicing Transfer Date, Purchaser and the Seller Sellers shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicableRights, the Servicing Agreements, the Servicing Rights Agreements and the Subservicing Agreements hereunder, in form and substance reasonably satisfactory to both Parties, Purchaser and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral FileSellers. In addition, from the date hereof until the Sale Date or any Subsequent Sale Closing Date, as applicable, the Seller Sellers shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements, the Subservicing Agreements, the Servicing Rights Agreements or the Master Servicing Agreements in connection with the Transactions. From the date hereof until the Termination date that is twelve (12) months following the Closing Date, Seller Sellers shall provide to Purchaser a report and reasonable evidence on a periodic basis (basis, no less frequently than monthly) monthly of its their receipt of the Servicing Agreement Consents.

Servicing Agreement Consents and Notices. From the date hereof until the Sale Date or Subsequent Sale Date, the related Seller shall use its commercially reasonable efforts to obtain the Servicing Agreement Consents on or prior to the Sale Date or Subsequent Sale Date (including by using such efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following the Effective Date), and Purchaser shall use its commercially reasonable efforts to cooperate with the such Seller to obtain such Servicing Agreement Consents. If any Servicing Agreement Consent is not obtained on or prior to the Sale Date with respect to any Servicing Agreement, each such Seller shall continue to use its commercially reasonable efforts to obtain such Servicing Agreement Consent until the Termination Date, and Purchaser shall continue to use its commercially reasonable efforts to cooperate with the such Seller to obtain such Servicing Agreement Consent during such period. Prior to each Servicing Transfer Date, Purchaser and the each Seller shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicable, the Servicing Agreements, hereunder, in form and substance reasonably satisfactory to both Parties, and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from such Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral File. In addition, from the date hereof until the Sale Date or any Subsequent Sale Date, as applicable, the each Seller shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements in connection with the Transactions. From the date hereof until the Termination Date, each Seller shall provide to Purchaser a report and reasonable evidence on a periodic basis (no less frequently than monthly) of its receipt of the Servicing Agreement Consents.

Servicing Agreement Consents and Notices. From the date hereof until the each Sale Date, the Seller shall use its commercially reasonable efforts to obtain the applicable Servicing Agreement Consents on or prior to the such Sale Date (including by using such efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following the Effective Date), and Purchaser shall use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consents. If any Servicing Agreement Consent is not obtained on or prior to the applicable Sale Date with respect to any Servicing Agreement, Seller shall continue to use its commercially reasonable efforts to obtain such Servicing Agreement Consent until the Termination Date, and Purchaser shall continue to use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consent during such period. Prior to each Servicing Transfer Sale Date, Purchaser and the Seller shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicable, the Servicing Agreements, hereunder, in form and substance reasonably satisfactory to both Parties, and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral FileFile to the extent held by the Custodian. In addition, from the date hereof until the Sale Date or any Subsequent applicable Sale Date, as applicable, the Seller shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements in connection with the Transactions. From the date hereof until the Termination Date, Seller shall provide to Purchaser a report and reasonable evidence on a periodic basis (no less frequently than semi-monthly) of its receipt of the Servicing Agreement Consents.

Servicing Agreement Consents and Notices. From the date hereof until of the Sale Original Asset Purchase Agreement through the Second Closing Date, the Seller Sellers and Purchaser shall use its commercially reasonable efforts to obtain the all Servicing Agreement Consents on Consents, including, without limitation, any PSA Amendments that are necessary to cause a Servicing Agreement or prior Subservicing Agreement to the Sale Date (including by using such be deemed an Eligible Servicing Agreement, which PSA Amendments shall, if necessary, be through an agreement, consent or other instrument that is separate from any Servicing Agreement Consent. The Sellers shall use commercially reasonable efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following parties, by April 6, 2012. Following the Effective Second Closing Date), and Purchaser shall use its commercially reasonable efforts to cooperate with the Seller to obtain such Servicing Agreement Consents. If any Servicing Agreement Consent is not obtained on or prior to the Sale Date with respect to any Servicing Agreement, Seller shall continue to use its commercially reasonable efforts to obtain such any Servicing Agreement Consent until that has not been obtained as of the Termination DateSecond Closing Date (which efforts shall include without limitation the obligation to continue to seek to obtain any rating agency “no downgrade” letters as may otherwise be required under the applicable Servicing Agreements as a condition to receive the Servicing Agreement Consents), and Purchaser the Sellers shall continue to use its commercially reasonable efforts to reasonably cooperate with the Seller to obtain such Servicing Agreement Consent during such periodPurchaser in connection therewith. Prior to each Servicing Transfer Date, Purchaser and the Seller Sellers shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicableRights, the Servicing Agreements, the Servicing Rights Agreements and the Subservicing Agreements hereunder, in form and substance reasonably satisfactory to both Parties, Purchaser and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral FileSellers. In addition, from the date hereof of the Original Asset Purchase Agreement until the Sale Date or any Subsequent Sale Second Closing Date, as applicable, the Seller Sellers shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements, the Subservicing Agreements, the Servicing Rights Agreements or the Master Servicing Agreements in connection with the Transactions. From the date hereof Second Closing Date until the Termination date that is twelve (12) months following the Second Closing Date, Seller Purchaser shall provide to Purchaser the Sellers a report and reasonable evidence on a periodic basis (basis, no less frequently than monthly) , of its receipt of the Servicing Agreement Consents.

Servicing Agreement Consents and Notices. From the date hereof until the Sale Date or Subsequent Sale Date, the related Seller shall use its commercially reasonable efforts to obtain the Servicing Agreement Consents on or prior to the Sale Date or Subsequent Sale Date (including by using such efforts to mail the required consent requests to the applicable third parties as soon as reasonably practicable following the Effective Date), and Purchaser shall use its commercially reasonable efforts to cooperate with the such Seller to obtain such Servicing Agreement Consents. If any Servicing Agreement Consent is not obtained on or prior to the Sale Date with respect to any Servicing Agreement, each such Seller shall continue to use its commercially reasonable efforts to obtain such Servicing Agreement Consent until the Termination Date, and Purchaser shall continue to use its commercially reasonable efforts to cooperate with the such Seller to obtain such Servicing Agreement Consent during such period. Prior to each Servicing Transfer Date, Purchaser and the each Seller shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Mortgage Servicing Rights and, as applicable, the Servicing Agreements, hereunder, in form and substance reasonably satisfactory to both Parties, and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from such Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral File. In addition, from the date hereof until the Sale Date or any Subsequent Sale Date, as applicable, the each Seller shall use its commercially reasonable efforts to provide all notices to third parties required under the Servicing Agreements in connection with the Transactions. From the date hereof until the Termination Date, each Seller shall provide to Purchaser a report and reasonable evidence on a periodic basis (no less frequently than monthly) of its receipt of the Servicing Agreement Consents.. Section 7.03